Common use of DUTIES OF THE ADVISOR Clause in Contracts

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws By-laws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserAdvisor, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, will: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; Real Estate Assets; (gvii) upon request, provide actively oversee and manage Investments for purposes of meeting the Board of Directors with periodic reports regarding prospective investments; (h) make investments in Company’s investment objectives and Dispositions of Assets within the discretionary limits reviewing and authority as granted by the Board; (i) negotiate on behalf analyzing financial information for each of the Corporation Investments and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnershipoverall portfolio; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present Subject to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies terms of the Corporation as determined Articles of Incorporation, the Bylaws, and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors Directors, the Advisor, at its own cost and consistent with the provisions expense, unless otherwise set forth herein, on behalf of the CharterCompany, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating PartnershipCompany’s investment and financial advisor and consultant in connection with policy and investment decisions to be made by the Board of Directors, furnish reports to the Board of Directors, and provide research and research, economic and statistical data in connection with the Corporation’s assets acquisition, financing, refinancing, holding, leasing and investment policiesdisposition of Properties and other investments of the Company; (b) manage and supervise administer the Offering process, including, without limitation: (i) develop the product offering, including the determination day-to-day operations of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership Company and perform and or supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, select and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder(including, including but not limited to to, entering into contracts in the name of the Advisor or the Company) consultants, accountants, correspondents, lenders, servicers, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and other mortgage and investment participants, any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor Board of Directors necessary or desirable for the performance of any of the foregoing services; (d) act as attorney-in-fact or agent in acquiring, financing, refinancing, leasing and disposing of Properties and other investments, in disbursing and collecting funds of the Company, in paying the debts and fulfilling the obligations of the Company and in handling, prosecuting and settling any claims of the Company, including but not limited the foreclosure or other enforcement of any mortgage or other lien securing Properties or other investments, and exercise its own discretion in doing so; provided that any fees and costs payable to entering into contracts independent Persons incurred by the Advisor in connection with the name foregoing shall be the responsibility of the Corporation and the Operating Partnership with any of the foregoingCompany; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or other lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities the securities of the Company or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (jf) obtain reports (which may but are not required to be prepared invest or reinvest any money of the Company, as directed by the Advisor Board of Directors or its Affiliates), where appropriate, concerning subject to such discretionary powers as the value Board of investments or contemplated investments of the Corporation and/or the Operating Partnership in AssetsDirectors may from time to time delegate; (kg) from time to timeif requested by the Company, provide appraisal reports on any real property that is, or is proposed to be, acquired by the Company for investment; (h) at any time reasonably requested by the Board of Directors, Directors (but not more than monthly) make reports to the Board of Directors of its performance of services to the Corporation Company; (i) communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to the Operating Partnership under this Agreement, including reports Shareholders and third parties and to maintain effective relations with respect the Shareholders; (j) counsel the Company in connection with policy decisions to potential conflicts be made by the Board of interest involving Directors; (k) provide the Advisor or any of its affiliates;executive and administrative personnel and services required in rendering the foregoing services to the Company; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the perform such other services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required from time to be obtained by time for management and other activities relating to the Board; (o) notify and obtain the approval assets of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long Company as the Advisor or any Affiliate remains responsible for shall deem appropriate under the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateparticular circumstances.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws By-laws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserAdvisor, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, will: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; Real Estate Assets; (gvii) upon request, provide actively oversee and manage Investments for purposes of meeting the Board of Directors with periodic reports regarding prospective investments; (h) make investments in Company’s investment objectives and Dispositions of Assets within the discretionary limits reviewing and authority as granted by the Board; (i) negotiate on behalf analyzing financial information for each of the Corporation Investments and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnershipoverall portfolio; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for Shares, the Bylaws Articles of Incorporation and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserBylaws, the Advisor shall, either directly or by engaging an Affiliated a duly qualified and licensed Affiliate of the Advisor or non-Affiliated other duly qualified and licensed Person: (a) serve as provide the Corporation’s and the Operating Partnership’s investment and financial advisor and provide Company with research and economic and statistical data in connection with the Corporation’s assets Assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the CorporationCompany’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Corporation and the Operating Partnership, including, without limitation: Company; (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (iic) maintain accounting data and any other information requested concerning preserve the activities books and records of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agencyCompany, including annual financial statements; (iii) oversee tax stock books and compliance services records reflecting a record of the Stockholders and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with their ownership of the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany’s Shares; (d) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (e) consult with the officers and the Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (f) subject to the provisions of Paragraphs 3(hSections 2.02(h) and 4 2.03 hereof, (i) locate, analyze and select potential investmentsinvestments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Corporation and Company or the Operating Partnership in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (viv) enter into leases of Property and service contracts for Properties Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Propertiesthe Assets, including the servicing of Mortgages; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Assets; (h) make obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in and Dispositions of Assets within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Corporation Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (j) obtain reports (which may but are not required to be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership Company in Assets; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide assist the Corporation and the Operating Partnership with Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for Shares, the Bylaws Articles of Incorporation and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserBylaws, the Advisor shall, either directly or by engaging an Affiliated a duly qualified and licensed Affiliate of the Advisor or non-Affiliated other duly qualified and licensed Person: (a) serve as provide the Corporation’s and the Operating Partnership’s investment and financial advisor and provide Company with research and economic and statistical data in connection with the Corporation’s assets Assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the CorporationCompany’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Corporation and the Operating Partnership, including, without limitation: Company; (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (iic) maintain accounting data and any other information requested concerning preserve the activities books and records of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agencyCompany, including annual financial statements; (iii) oversee tax stock books and compliance services records reflecting a record of the Stockholders and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with their ownership of the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service;Company’s Shares (d) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (e) consult with the officers and the Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (f) subject to the provisions of Paragraphs 3(hSections 2.02(h) and 4 2.03 hereof, (i) locate, analyze and select potential investmentsinvestments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Corporation and Company or the Operating Partnership in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (viv) enter into leases of Property and service contracts for Properties Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Propertiesthe Assets, including the servicing of Mortgages; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Assets; (h) make obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in and Dispositions of Assets within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Corporation Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (j) obtain reports (which may but are not required to be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership Company in Assets; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide assist the Corporation and the Operating Partnership with Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and duly qualified and licensed personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterRegistration Statement, Articles of Incorporation and Bylaws of the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserCompany, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s Company's assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for of the Corporation and the Operating Partnership Company and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the Corporation’s Company's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (fe) subject to the provisions of Paragraphs 3(h3(g) and 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Properties and Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iii) make investments in Properties and Mortgage Loans and enter into Secured Equipment Leases on behalf of the Corporation and the Operating Partnership Company in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Properties Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesCompany Property; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Properties and Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties and Mortgage Loans, and in connection with the offering of Secured Equipment Leases; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating Partnership, Company and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (ji) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation Company in Properties, Mortgage Loans, and/or the Operating Partnership in AssetsSecured Equipment Leases; (kj) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lk) provide the Corporation and the Operating Partnership Company with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Corporation Company copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the BoardMortgage Loans; (on) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (ro) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any or all Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an AffiliateCompany.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for Shares, the Bylaws Articles of Incorporation and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserBylaws, the Advisor shall, either directly or by engaging an Affiliated Affiliate of the Advisor or non-Affiliated other Person: (a) serve as the Corporation’s and the Operating PartnershipCompany’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets Assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for of the Corporation and the Operating Partnership Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Corporation and the Operating Partnership, including, without limitation: Company; (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (iic) maintain accounting data and any other information requested concerning preserve the activities books and records of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agencyCompany, including annual financial statements; (iii) oversee tax stock books and compliance services records reflecting a record of the Stockholders and risk management services their ownership of the Company’s uncertificated Shares, if any, and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the acting as transfer agent for the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany’s Shares; (d) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (e) consult with the officers and the Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (f) subject to the provisions of Paragraphs 3(hSections 2.02(h) and 4 2.03 hereof, (i) locate, analyze and select potential investmentsinvestments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made; (iii) make investments in Assets on behalf of the Corporation and Company or the Operating Partnership in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (viv) enter into leases of Property and service contracts for Properties Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesAssets, including the servicing of Mortgages; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Assets; (h) make obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in and Dispositions of Assets within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Corporation Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (j) obtain reports (which may but are not required to be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership Company in Assets; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership Company with all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws By-laws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserAdvisor, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, will: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) provide research, economic and statistical data, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; Real Estate Assets; (gvii) upon request, provide actively oversee and manage Investments for purposes of meeting the Board of Directors with periodic reports regarding prospective investments; (h) make investments in Company’s investment objectives and Dispositions of Assets within the discretionary limits reviewing and authority as granted by the Board; (i) negotiate on behalf analyzing financial information for each of the Corporation Investments and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnershipoverall portfolio; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The As of the Effective Date, the Advisor undertakes to use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, Articles of Incorporation and Bylaws of the Bylaws Company and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including including, but not limited to to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesReal Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xii) recommend various liquidity events to the Board when appropriate; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (hg) make investments in in, and Dispositions of Assets dispositions of, Investments within the discretionary limits and authority as granted by the Board; (ih) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation Company and the Operating Partnership, and negotiate on behalf of the Corporation Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (ji) obtain reports (which may may, but are not required to to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the Corporation and/or Company and the Operating Partnership in AssetsPartnership; (kj) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates; (lk) provide the Corporation Company and the Operating Partnership with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to to, or maintain on behalf of of, the Corporation Company copies of all appraisals obtained in connection with the investments in any Real Properties and all valuations of other Estate Assets as may be required to be obtained by the Board; (on) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (ro) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, common (TIC) or other interests in Real Properties Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph Section 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterRegistration Statement, Articles of Incorporation and Bylaws of the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserCompany, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s Company's assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for of the Corporation and the Operating Partnership Company and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the Corporation’s Company's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (fe) subject to the provisions of Paragraphs 3(h3(g) and 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iii) make investments in Properties and Mortgage Loans and enter into Secured Equipment Leases on behalf of the Corporation and the Operating Partnership Company in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Properties Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesCompany Property; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Properties, Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans, and in connection with the offering of Secured Equipment Leases; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating Partnership, Company and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (ji) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation Company in Properties, Mortgage Loans, and/or the Operating Partnership in AssetsSecured Equipment Leases; (kj) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lk) provide the Corporation and the Operating Partnership Company with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Corporation Company copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the BoardMortgage Loans; (on) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (ro) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any or all Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an AffiliateCompany.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterRegistration Statement, Articles of Incorporation and Bylaws of the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserCompany, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s Company's assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for of the Corporation and the Operating Partnership Company and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the Corporation’s Company's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (fe) subject to the provisions of Paragraphs 3(h3(g) and 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Properties and Mortgage Loans, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Mortgage Loans will be mademade by the Company; (iii) make investments in Properties and Mortgage Loans on behalf of the Corporation and the Operating Partnership Company in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty and Mortgage Loans; and (viv) enter into leases and service contracts for Properties Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesCompany Property; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Properties and Mortgage Loans; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties and Mortgage Loans; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating Partnership, Company and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (ji) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation Company in Properties and/or the Operating Partnership in AssetsMortgage Loans; (kj) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lk) provide the Corporation and the Operating Partnership Company with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Corporation Company copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the BoardMortgage Loans; (on) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present Subject to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies terms of the Corporation as determined Articles of Incorporation, the Bylaws, and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors Directors, the Advisor, at its own cost and consistent with the provisions expense, unless otherwise set forth herein, on behalf of the CharterCompany, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and consultant in connection with policy and investment decisions to be made by the Board of Directors, furnish reports to the Board of Directors, and provide research and research, economic and statistical data in connection with the Corporation’s assets acquisition, financing, refinancing, holding, leasing and investment policiesdisposition of Properties and other investments of the Company; (b) manage and supervise administer the Offering process, including, without limitation: (i) develop the product offering, including the determination day-to-day operations of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership Company and perform and or supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, select and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder(including, including but not limited to to, entering into contracts in the name of the Advisor or the Company) consultants, accountants, correspondents, lenders, servicers, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and other mortgage and investment participants, any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor Board of Directors necessary or desirable for the performance of any of the foregoing services; (d) act as attorney-in-fact or agent in acquiring, financing, refinancing, leasing and disposing of Properties and other investments, in disbursing and collecting funds of the Company, in paying the debts and fulfilling the obligations of the Company and in handling, prosecuting and settling any claims of the Company, including but not limited the foreclosure or other enforcement of any mortgage or other lien securing Properties or other investments, and exercise its own discretion in doing so; provided that any fees and costs payable to entering into contracts independent Persons incurred by the Advisor in connection with the name foregoing shall be the responsibility of the Corporation and the Operating Partnership with any of the foregoingCompany; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or other lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities the securities of the Company or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (jf) obtain reports (which may but are not required to be prepared invest or reinvest any money of the Company, as directed by the Advisor Board of Directors or its Affiliates), where appropriate, concerning subject to such discretionary powers as the value Board of investments or contemplated investments of the Corporation and/or the Operating Partnership in AssetsDirectors may from time to time delegate; (kg) from time to timeif requested by the Company, provide appraisal reports on any real property that is, or is proposed to be, acquired by the Company for investment; (h) at any time reasonably requested by the Board of Directors, Directors (but not more than monthly) make reports to the Board of Directors of its performance of services to the Corporation Company; (i) communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to the Operating Partnership under this AgreementShareholders and third parties and to maintain effective relations with the Shareholders; (j) counsel the Company in connection with policy decisions to be made by the Board of Directors; (k) provide the executive and administrative personnel, including reports with respect office space and services required in rendering the foregoing services to potential conflicts of interest involving the Advisor or any of its affiliates;Company; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the perform such other services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required from time to be obtained by time for management and other activities relating to the Board; (o) notify and obtain the approval assets of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long Company as the Advisor or any Affiliate remains responsible for shall deem appropriate under the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateparticular circumstances.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Directors, the Advisor undertakes will be responsible for the day-to-day operations of the Company and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the “Business Plan”); (b) using its reasonable best lawful efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide Company a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Corporation Company as determined set forth in the Business Plan; (c) using its best lawful efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the provisions day-to-day operations of the Charter, Company including the Bylaws investment of reserve funds and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or nonsurplus cash in short-Affiliated Person:term money market investments; (ae) serve serving as the Corporation’s and the Operating PartnershipCompany’s investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the CorporationCompany’s assets investments and investment and financial policies; (bf) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation Company, investigating, selecting and the Operating Partnership, engage and conduct business conducting relations with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondentsborrowers, lenders, technical advisors, attorneysmortgagors, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banksinvestors, builders, developersdevelopers and others; provided, property ownershowever, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by that the Advisor necessary shall not retain on the Company’s behalf any consultants or desirable for the performance of any of the foregoing servicesthird party professionals, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoingother than legal counsel, without prior Board approval; (eg) consult consulting with the officers Directors and Board of Directors of furnishing the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsCompany; (h) make investments obtaining for the Directors such services as may be required in acquiring and Dispositions disposing of Assets within investments, disbursing and collection the discretionary limits funds of the Company, paying the debts and authority as granted by fulfilling the Boardobligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) negotiate on behalf obtaining for and at the expense of the Corporation Company such services as may be required for property management, loan disbursements, and other activities relating to the investments of the Company, provided, however, the compensation for such services shall be agreed to by the Company and the Operating Partnership service provider; (j) advising the Company in connection with banks public or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities shares or obtain other securities of the Company, or loans for to the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall could be deemed to be acting as broker-a broker dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jk) obtain reports (which may but are not required to be prepared quarterly and at any time requested by the Advisor Directors, making reports to the Directors regarding the Company’s performance to date in relation to the Company’s approved Business Plan and its various components, as well as the Advisor’s performance of the foregoing services; (l) making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management servicesCompany; (m) do assisting in preparation of reports and other documents necessary to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective communications with stockholders of the Company; and (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties contemplated herein, including providing office space and all valuations of other Assets as may be required to be obtained by the Board; (o) notify office furnishings and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible personnel necessary for the performance of the duties set forth in this Paragraph 3foregoing services as Advisor, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateat its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws By-laws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserAdvisor, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, will: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of investments to the Board and make investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; ; (gvii) upon request, provide actively oversee and manage investments for purposes of meeting the Board of Directors with periodic reports regarding prospective investments; (h) make investments in Company’s investment objectives and Dispositions of Assets within the discretionary limits reviewing and authority as granted by the Board; (i) negotiate on behalf analyzing financial information for each of the Corporation investments and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnershipoverall portfolio; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted by the Board, and as amended from time to time by with the Board approval of Directorsthe Stockholders. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, Charter and Bylaws of the Bylaws Company and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) assist in the development of the Initial Public Offering and any subsequent Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents and obtaining all required regulatory approvals of such documents, coordination of the due diligence process relating to selling agents and their review of any prospectus and other offering and Company documents, approval of the Selling Agents and negotiation of the related selling agreements, creation and implementation of various technology and electronic communications related to this Offering, along with the Selling Agent(s), the negotiation and coordination with the Company’s transfer agent of the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions and all other services related to this Offering, other than services that (i) the Company elects to perform directly or (ii) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; (b) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide advisor, obtain certain market research and economic and statistical data in connection with the CorporationCompany’s assets investments and investment objectives and policies; (b) manage , monitor and supervise evaluate the Offering process, including, without limitation: (i) develop the product offering, including the determination performance of the specific terms of the Securities to be offered by the Corporation, prepare all offering Company’s investments and related documents, provide financial and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers operational planning services and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support investment portfolio management functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, mortgagors and any and all agents for any of the foregoing, including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, policies and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and Section 4 hereofof this Agreement, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of investments to the Board and make investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, the Company’s investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (vii) actively oversee and manage Assets for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee the performance of the Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board when appropriate; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments upon request of the Board, coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Company’s audit committee an annual report covering the Advisor’s compliance with certain aspects of this Agreement and oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (h) make investments in in, and Dispositions of dispositions of, Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation Company and the Operating Partnership, monitor and oversee the service of the Company’s debt facilities and other financings, and negotiate on behalf of the Corporation Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (j) obtain reports (which may may, but are not required to to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Assets or contemplated investments of the Corporation and/or Company and the Operating Partnership in AssetsPartnership; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation Company and the Operating Partnership with all necessary cash management servicesservices and manage and coordinate with the transfer agent the process of making distributions and payments to stockholders; (m) consult with the Company’s officers and Directors and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations and provide the Company’s officers and Directors with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with regulatory matters and policies and procedures relating to the corporate governance structure of the Company; (n) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to to, or maintain on behalf of of, the Corporation Company copies of all appraisals obtained in connection with the investments in Real any Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify , maintain accounting data and obtain any other information concerning the approval activities of the Corporation’s investment committee for Company as shall be required to prepare and to file all non-affiliated transactions that have periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements, maintain all appropriate books and records of the Company and oversee all reporting, record keeping, internal controls and similar matters in a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completedmanner to allow the Company to comply with applicable law; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (rq) effect any private placement of OP Unitsplacement, tenancy-in-common, Delaware statutory trust, common or other interests in Real Properties Assets as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph Section 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, Charter and Bylaws of the Bylaws Corporation and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (i) make investments in and Dispositions dispositions of Assets within the discretionary limits and authority as granted by the Board; (ij) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jk) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (kl) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lm) provide the Corporation and the Operating Partnership with all necessary cash management services; (mn) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (op) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (pq) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (qr) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (rs) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and dispositions of Real Properties; (i) make investments in and Dispositions dispositions of Assets within the discretionary limits and authority as granted by the Board; (ij) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jk) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (kl) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lm) provide the Corporation and the Operating Partnership with all necessary cash management services; (mn) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (op) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (pq) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (qr) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (rs) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes shall undertake to use its reasonable efforts to present source and recommend to the Corporation and the Operating Partnership potential investment Fund opportunities to make Investments and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Fund as determined and adopted from time to time by the Board of Directorsand in accordance with this Agreement (including, without limitation, Section 4 hereof). In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s Prospectus for the Follow-On Offering (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) a. serve as the Corporation’s and the Operating PartnershipFund’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the daily management of the Corporation Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) d. investigate, select, andengage and conduct business with, on behalf of the Corporation and the Operating PartnershipFund, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, mortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, research firms and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices described in this Section 3, including but not limited to entering into contracts in the name of the Corporation and Company or the Operating Partnership with any of the foregoing; (e) e. consult with the officers and Board of Directors of the Corporation Company and the Board and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial and investment policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Fund and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipFund; (fi) subject to source potential Investments and analyze and recommend potential Investments for the provisions Fund in compliance with the investment objectives and policies of Paragraphs 3(h) the Fund and Section 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions and arrange for any financing pursuant to which investments Investments will be mademade by the Fund; and (iii) make investments after and consistent with the approval of the Board of Directors close such Investments on behalf of the Corporation Fund. g. manage the Fund’s Investments, including without limitation, by (i) entering into leases for the Fund’s Investments, (ii) supervising property management, leasing, development and construction and other services provided by third parties for the Operating Partnership in compliance with Fund’s Investments and entering into such agreements or contracts as may be necessary or advisable therefore, (iii) to the investment objectives extent necessary, performing all other operational functions for the maintenance and policies administration of the Corporation; Fund’s Investments, and (iv) oversee the due diligence process; (v) arrange arranging for financing and refinancing and make making other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Fund’s investments; ; h. if and (vi) enter into leases and service contracts for Properties and, to the extent necessarythat the Advisor deems appropriate, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Fund with banks or lenders for loans to be made to the Corporation and the Operating PartnershipFund or with respect to its Investments, and negotiate on behalf of the Corporation and the Operating Partnership Fund with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Corporation and the Operating PartnershipFund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Fund; i. provide the Fund with all necessary cash management services; j. establish and maintain one or more bank accounts in its own name for the account of the Company and the Operating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; (j) k. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; l. obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments in Investments; m. provide the Board with periodic reports regarding prospective investments in Investments; n. deliver to or contemplated investments maintain on behalf of the Corporation and/or Fund copies of all appraisals obtained in connection with the Operating Partnership investments in AssetsInvestments; (k) from time o. to timethe extent that the approval of the Board or the Independent Directors is not otherwise required, or at any time reasonably requested by notify the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;all proposed material transactions before they are completed; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) p. do all other things reasonably necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, Articles of Incorporation and Bylaws of the Bylaws Company and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; Real Estate Assets; (gvii) upon requestactively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, provide structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate. (f) upon request provide the Directors with periodic reports regarding prospective investments; (hg) make investments in and Dispositions dispositions of Assets Investments within the discretionary limits and authority as granted by the Board; (ih) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation Company and the Operating Partnership, and negotiate on behalf of the Corporation Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (ji) obtain reports (which may may, but are not required to be be, prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the Corporation and/or Company and the Operating Partnership in AssetsPartnership; (kj) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lk) provide the Corporation Company and the Operating Partnership with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Corporation Company copies of all appraisals obtained in connection with the investments in any Real Properties and all valuations of other Estate Assets as may be required to be obtained by the Board; (on) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (ro) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, common or other interests in Real Properties Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph Section 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws By-laws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserAdvisor, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, will: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and 4 hereofSection 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; Real Estate Assets; (gvii) upon request, provide actively oversee and manage Investments for purposes of meeting the Board of Directors with periodic reports regarding prospective investments; (h) make investments in Company’s investment objectives and Dispositions of Assets within the discretionary limits reviewing and authority as granted by the Board; (i) negotiate on behalf analyzing financial information for each of the Corporation Investments and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnershipoverall portfolio; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterRegistration Statement, Articles of Incorporation and Bylaws of the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserCompany, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s Company's assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for of the Corporation and the Operating Partnership Company and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the Corporation’s Company's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (fe) subject to the provisions of Paragraphs 3(h3(g) and 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties, Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iii) make investments in Properties, Mortgage Loans and enter into Secured Equipment Leases on behalf of the Corporation and the Operating Partnership Company in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperty, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Properties Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesCompany Property; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Properties, Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans, and in connection with the offering of Secured Equipment Leases; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating Partnership, Company and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (ji) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation Company in Properties, Mortgage Loans, and/or the Operating Partnership in AssetsSecured Equipment Leases; (kj) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lk) provide the Corporation and the Operating Partnership Company with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Corporation Company copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the BoardProperties, Mortgage Loans; (on) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (ro) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any or all Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an AffiliateCompany.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (df) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (eg) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (fh) subject to the provisions of Paragraphs 3(h3(j),(q),(r),(s) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (gi) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (hj) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (ik) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jl) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (km) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (ln) provide the Corporation and the Operating Partnership with all necessary cash management services; (mo) do all things necessary to assure its ability to render the services described in this Agreement; (np) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (oq) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (pr) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (qs) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (rt) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership CWI potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation CWI as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Articles of Incorporation and Bylaws of CWI and the Operating Partnership Agreement, and subject any Prospectus pursuant to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserwhich Shares are offered, the Advisor shall, either directly or by engaging an Affiliated Affiliate or non-Affiliated Personthe Subadvisor: (a) serve as the Corporation’s and the Operating PartnershipCWI’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCWI’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership of CWI and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating PartnershipCWI, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceInvestments; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCWI, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, franchisors, independent property operators and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership CWI with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation CWI and assist the Board of Directors in the formulation and implementation of the CorporationCWI’s financial policies, and, as necessary, and furnish the Board of Directors with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipBoard; (fe) subject to the provisions of Paragraphs 3(hSections 3(g) and 4 hereof, : (i) locate, analyze and select potential investmentsInvestments and deliver to the Investment Committee, as applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments Investments will be made, purchased or acquired by CWI; (iii) make investments Investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CorporationCWI; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentswith the Investments; and (viv) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such; (vi) oversee such Propertiesnon-affiliated property managers and other non-affiliated Persons who perform services for CWI; and (vii) undertake accounting and other record-keeping functions at the Investment level; (f) provide the Board with periodic reports regarding prospective Investments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter; (g) upon request, provide obtain the prior approval of the Board (including a majority of Directors with periodic reports regarding prospective investmentsthe Independent Directors) for any and all investments in Properties which do not meet all of the requirements set forth in Section 4(b) hereof; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership CWI with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCWI, and negotiate on behalf of the Corporation and the Operating Partnership CWI with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCWI, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCWI; (ji) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments Investments; (j) obtain for, or provide to, CWI such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the Corporation and/or obligations of CWI; and (iv) the Operating Partnership in Assetshandling, prosecuting and settling of any claims of or against CWI, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership CWI under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) communicate on behalf of CWI with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CWI; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI’s business and operations; (n) provide CWI with such accounting data and any other information requested by CWI concerning the Corporation investment activities of CWI as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of CWI; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments; (q) provide CWI with all necessary cash management services; (mr) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI’s Properties; (s) do all things necessary to assure its ability to render the services described in this Agreement; (nt) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI as the Advisor shall deem advisable under the particular circumstances; (u) arrange to obtain on behalf of CWI as requested by the Board, and deliver to or maintain on behalf of the Corporation CWI copies of of, all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the BoardInvestments; (ov) notify and obtain the if a transaction, proposed transaction or other matter requires approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of by the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of by the Independent Directors) for , deliver to the Board or the Independent Directors, as the case may be, all affiliated transactions before documentation reasonably requested by them to properly evaluate such transactions are completedtransaction, proposed transaction or other matter; and (rw) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement of OP Unitsproposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, tenancy-in-commonamong other things, Delaware statutory trust, or other interests (a) those matters identified in Real Properties CWI’s organizational documents as may be approved matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CWI during the Boardpast year. Notwithstanding the foregoingIn addition, the Independent Directors may request that the Advisor may delegate any or all refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance “dead deal” costs incurred by CWI if, in light of the duties set forth in this Paragraph 3circumstances under which such costs were incurred, subject to the prior consent of the Corporation if all or substantially all of Independent Directors determine that CWI should not bear such duties are delegated to a Person that is not an Affiliatecosts.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership CPA: 18 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation CPA: 18 as determined and adopted from time to time by the Board Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CPA: 18, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Charter and Bylaws of CPA: 18 and the Operating Partnership Agreement, and subject any Prospectus pursuant to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserwhich Shares are offered, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating PartnershipCPA: 18’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCPA: 18’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership of CPA: 18 and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitationCPA: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service18; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCPA: 18, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership CPA: 18 with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation CPA: 18 and assist the Board of Directors in the formulation and implementation of the CorporationCPA: 18’s financial policies, and, as necessary, and furnish the Board of Directors with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipBoard; (fe) subject to the provisions of Paragraphs 3(h) this Agreement and 4 hereof, the Guidelines: (i1) locate, analyze and select potential investments, Investments; (ii2) structure and negotiate the terms and conditions of transactions pursuant to which investments Investments will be made, purchased or acquired by CPA: 18; (iii3) make investments Investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the CorporationCPA: 18; (iv) oversee the due diligence process; (v4) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentswith the Investments; and (vi5) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by CPA: 18 during the prior fiscal quarter; (g) assist the Board in its evaluation of potential liquidity transactions for CPA: 18 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board; (h) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in and Dispositions Property which do not meet all of Assets within the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof; (i) negotiate on behalf of the Corporation and the Operating Partnership CPA: 18 with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCPA: 18, and negotiate on behalf of the Corporation and the Operating Partnership CPA: 18 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCPA: 18, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCPA: 18; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the Corporation and/or the Operating Partnership in AssetsInvestments; (k) obtain for, or provide to, CPA: 18 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 18; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 18, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans; (l) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership CPA: 18 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lm) communicate on behalf of CPA: 18 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 18; (n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 18’s business and operations; (o) provide CPA: 18 with such accounting data and any other information requested by CPA: 18 concerning the Corporation investment activities of CPA: 18 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (p) maintain the books and records of CPA: 18; (q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments; (r) provide CPA: 18 with all necessary cash management services; (ms) do all things necessary to assure its ability to render the services described in this Agreement; (nt) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 18 as the Advisor shall deem advisable under the particular circumstances; (u) arrange to obtain on behalf of CPA: 18 as requested by the Board, and deliver to or maintain on behalf of the Corporation CPA: 18 copies of of, all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the BoardLoans; (ov) notify and obtain if a transaction, proposed transaction or other matter requires approval by the approval of Board or by the Corporation’s investment committee for Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all non-affiliated transactions that have a Contract Purchase Pricedocumentation reasonably requested by them to properly evaluate such transaction, Total Project Cost proposed transaction or Contract Sales Price of $30 million or less before such transactions are completedother matter; (pw) notify and obtain monitor the approval performance by the Manager of its duties under the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completedManagement Agreement; and (rx) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CPA: 18’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CPA: 18 during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of OP Unitsthe overall performance of the Advisor during the past year, tenancy-in-commonthey wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by CPA: 18 in respect of such Investment, Delaware statutory trust, or other interests in Real Properties as may be approved by and if the Board. Notwithstanding the foregoingIndependent Directors make that request, the Advisor shall refund such amount to CPA: 18 within 60 days after receipt of such request. In addition, the Independent Directors may delegate any or all request that the Advisor refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance dead deal costs incurred by CPA: 18 if, in light of the duties set forth in this Paragraph 3circumstances under which such costs were incurred, subject to the prior consent of the Corporation if all or substantially all of Independent Directors determine that CPA: 18 should not bear such duties are delegated to a Person that is not an Affiliatecosts.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted by the Board, and as amended from time to time by with the Board approval of Directorsthe Stockholders. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) assist in the development of any Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents and obtaining all required regulatory approvals of such documents, coordination of the due diligence process relating to selling agents and their review of any prospectus and other offering and Company documents, approval of the Selling Agents and negotiation of the related selling agreements, creation and implementation of various technology and electronic communications related to any Offering, along with the Selling Agent(s), the negotiation and coordination with the Company's transfer agent of the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions and all other services related to any Offering, other than services that (i) the Company elects to perform directly or (ii) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state; (b) serve as the Corporation’s Company's and the Operating Partnership’s 's investment and financial advisor and provide advisor, obtain certain market research and economic and statistical data in connection with the Corporation’s assets Company's investments and investment objectives and policies; (b) manage , monitor and supervise evaluate the Offering process, including, without limitation: (i) develop the product offering, including the determination performance of the specific terms of the Securities to be offered by the Corporation, prepare all offering Company's investments and related documents, provide financial and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers operational planning services and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support investment portfolio management functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, mortgagors and any and all agents for any of the foregoing, including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation Company and the Directors and assist the Board of Directors in the formulation and implementation of the Corporation’s Company's financial policies, policies and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and Section 4 hereofof this Agreement, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of investments to the Board and make investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, the Company's investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (vii) actively oversee and manage Assets for purposes of meeting the Company's investment objectives; (viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee the performance of the Property Manager or third-party property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xii) recommend various liquidity events to the Board when appropriate; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments upon request of the Board, coordinate with the Company's independent accountants and auditors to prepare and deliver to the Company's audit committee an annual report covering the Advisor's compliance with certain aspects of this Agreement and oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (h) make investments in in, and Dispositions of dispositions of, Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation Company and the Operating Partnership, monitor and oversee the service of the Company's debt facilities and other financings, and negotiate on behalf of the Corporation Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (j) obtain reports (which may may, but are not required to to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Assets or contemplated investments of the Corporation and/or Company and the Operating Partnership in AssetsPartnership; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation Company and the Operating Partnership with all necessary cash management servicesservices and manage and coordinate with the transfer agent the process of making distributions and payments to stockholders; (m) consult with the Company's officers and the Directors and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations and provide the Company's officers and the Directors with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with regulatory matters and policies and procedures relating to the corporate governance structure of the Company; (n) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to to, or maintain on behalf of of, the Corporation Company copies of all appraisals obtained in connection with the investments in Real any Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify , maintain accounting data and obtain any other information concerning the approval activities of the Corporation’s investment committee for Company as shall be required to prepare and to file all non-affiliated transactions that have periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements, maintain all appropriate books and records of the Company and oversee all reporting, record keeping, internal controls and similar matters in a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completedmanner to allow the Company to comply with applicable law; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated proposed material transactions before such transactions they are completed; and (rq) effect any private placement of OP Unitsplacement, tenancy-in-common, Delaware statutory trust, common or other interests in Real Properties Assets as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate of the Advisor remains responsible for the performance of the duties set forth in this Paragraph Section 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertakingits duties, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for Shares, the Bylaws Articles of Incorporation and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserBylaws, the Advisor shall, either directly or by engaging an Affiliated a duly qualified and licensed Affiliate of the Advisor or non-Affiliated other duly qualified and licensed Person: (a) serve as provide the Corporation’s and the Operating Partnership’s investment and financial advisor and provide Company with research and economic and statistical data in connection with the Corporation’s assets Assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the CorporationCompany’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Corporation and the Operating Partnership, including, without limitation: Company; (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (iic) maintain accounting data and any other information requested concerning preserve the activities books and records of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agencyCompany, including annual financial statements; (iii) oversee tax stock books and compliance services records reflecting a record of the Stockholders and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with their ownership of the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany’s Shares; (d) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (e) consult with the officers and the Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (f) subject to the provisions of Paragraphs 3(hSections 2.02(h) and 4 2.03 hereof, (i) locate, analyze and select potential investmentsinvestments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be mademade or acquired for the Company or the Partnership; (iii) make investments in Assets on behalf of the Corporation and Company or the Operating Partnership in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (viv) enter into leases of Property and service contracts for Properties Assets with duly qualified and licensed non-affiliated and Affiliated Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Propertiesthe Assets, including the servicing of Mortgages; and (vi) arrange for, or provide, accounting and other record-keeping functions at the Asset level; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Assets; (h) make obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in and Dispositions of Assets within the discretionary limits and authority as granted by the BoardAssets; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Corporation Company, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (j) obtain reports (which may but are not required to be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership Company in Assets; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide assist the Corporation and the Operating Partnership with Company in arranging for all necessary cash management services; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets; (n) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Articles of Incorporation and Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated Affiliate or non-Affiliated Persona third party: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCompany’s assets and the Operating Partnership’s Investments and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership, including, without limitation: including the collection of revenues and the payment of the Company’s and the Operating Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s and the Operating Partnership’s books and records; and organizing meetings of the Board; (c) determine the proper allocation of the Company’s and the Operating Partnership’s Investments between (i) provide or arrange for administrative services Real Property, (ii) Real Estate Related Assets, and items, legal (iii) cash and cash equivalents and other servicesshort-term investments; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, office space, office furnishings, personnel valuation and other items necessary policies and, as necessary, furnish the Directors with advice and incidental recommendations with respect to the Corporation’s business making of investments and operationsdispositions consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) subject to the provisions of Section 4 hereof, (i) locate, analyze and select potential Investments; (ii) maintain structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (x) manage accounting data and other record-keeping functions for the Company and the Operating Partnership; (f) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or other securities of the Company or the Operating Partnership and obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any other fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (g) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; (h) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (i) calculate, at the end of each Business Day, the NAV as provided in the Valuation Guidelines, and in connection therewith, (i) obtain appraisals and reports (which may, but are not required to, be prepared by the Advisor or its Affiliates), where required and appropriate, concerning the activities value of the Corporation Investments and (ii) engage such third-party appraisal managers as the Advisor deems appropriate to supervise the appraisal process; provided that any appraisal manager shall be approved in advance of engagement by the Board; (j) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all matters with any Joint Venture partners; (m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders; (n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such act; (p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (q) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and Company’s or the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance ’s respective capital structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and servicecapital raising; (dr) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (es) consult with cause the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the investment objectives and policies REIT provisions of the Corporation; Code and to conduct compliance reviews thereto, as required; (ivt) oversee cause the due diligence process; Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (u) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (v) arrange take all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, required information to the extent necessary, perform all other operational functions for provided by the maintenance and administration REIT provisions of such Propertiesthe Code; (gw) upon requesthandle and resolve all claims, provide disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Board Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as granted may be imposed from time to time by the Board; (ix) negotiate use commercially reasonable efforts to cause expenses incurred by or on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans to be made to the Corporation reasonable or customary and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers within any budgeted parameters or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred expense guidelines set by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) Board from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (my) do all things necessary to assure its ability to render the services described in this Agreement; (nz) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of perform such other Assets services as may be required from time to be obtained by time for the Board; (o) notify management and obtain other activities relating to the approval of Company’s and the CorporationOperating Partnership’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify respective business and obtain the approval of assets as the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost shall reasonably request or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of Advisor shall deem appropriate under the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completedparticular circumstances; and (raa) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by use commercially reasonable efforts to cause the Board. Notwithstanding Company and the foregoing, the Advisor may delegate any or Operating Partnership to comply with all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateapplicable laws.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers Soliciting Dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers Soliciting Dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the any Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and Dispositions of Real Properties; (i) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (ij) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jk) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (kl) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lm) provide the Corporation and the Operating Partnership with all necessary cash management services; (mn) consult with the Board of Directors and provide assistance with the evaluation and approval of potential Asset Dispositions, Sales or other Liquidity Events; (o) structure and negotiate the terms and conditions of transactions pursuant to which Dispositions may be made; (p) do all things necessary to assure its ability to render the services described in this Agreement; (nq) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (or) before such transactions are completed, notify and obtain the approval of of: (i) the Corporation’s investment committee or Board for all non-affiliated proposed acquisitions that have a Contract Purchase Price or Total Project Cost of $30 million or less; and (ii) the Board for all proposed acquisitions that have a Contract Purchase Price or Total Project Cost of more than $30 million; (s); before such transactions are completed, notify and obtain the approval of: (i) the Corporation’s management committee for all non-affiliated transactions Sales of Properties that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 20 million or less before such transactions are completed; less; (pii) notify and obtain the approval of the Corporation’s investment committee or Board for all proposed transactions Sales of Properties that have a Contract Purchase Price, Total Project Cost or Sales Price between $20 million and $30 million; and (iii) the Board for Sales of Properties that have a Contract Sales Price of more than $30 million or if the total approved Sales of Properties in any quarter by the management committee would exceed $50 million. (t) before such transactions are completed; (q) , notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (ru) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts shall undertake to present to the Corporation and the Operating Partnership potential investment Fund opportunities to invest in Real Estate Assets and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Fund as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s Prospectus, dated as of , 2004 (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) a. serve as the Corporation’s and the Operating PartnershipFund’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the daily management of the Corporation Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) d. investigate, select, andengage and conduct business with, on behalf of the Corporation and the Operating PartnershipFund, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, mortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, research firms and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices described in this Section 3, including but not limited to entering into contracts in the name of the Corporation and Company or the Operating Partnership with any of the foregoing; (e) e. consult with the officers and Board of Directors of the Corporation Company and the Board and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial and investment policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Fund and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipFund; (f) f. subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Real Estate Assets for the Fund, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Real Estate Assets will be mademade by the Fund; (iii) make investments in Real Estate Assets on behalf of the Corporation and the Operating Partnership Fund in compliance with the investment objectives and policies of the CorporationFund; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the Fund’s investments in, investmentsReal Estate Assets; and (viv) enter into leases and service contracts for Properties andReal Estate Assets; (vi) supervise property management, leasing, development and construction services provided by third parties for the Fund’s Real Estate Assets; and (vii) to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesReal Estate Assets held by the Fund; (g) upon requestg. if and to the extent that the Advisor deems appropriate, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Fund with banks or lenders for loans to be made to the Corporation and the Operating PartnershipFund or with respect to its Real Estate Assets, and negotiate on behalf of the Corporation and the Operating Partnership Fund with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Corporation and the Operating PartnershipFund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Fund; h. provide the Fund with all necessary cash management services; i. establish and maintain one or more bank accounts in its own name for the account of the Company and the Operating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; (j) j. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; k. obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments or contemplated investments of the Corporation and/or the Operating Partnership in Real Estate Assets; (k) from time l. provide the Board with periodic reports regarding prospective investments in Real Estate Assets; m. deliver to timeor maintain on behalf of the Fund copies of all appraisals obtained in connection with the investments in Real Estate Assets; n. to the extent that the approval of the Board or the Independent Directors is not otherwise required, or at any time reasonably requested by notify the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;all proposed material transactions before they are completed; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) o. do all other things reasonably necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable best efforts to present to the Corporation and the Operating Partnership Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterRegistration Statement, Articles of Incorporation and Bylaws of the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserCompany, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s Company's assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for of the Corporation and the Operating Partnership Company and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership Company with any of the foregoing; (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the Corporation’s Company's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipCompany; (fe) subject to the provisions of Paragraphs 3(h3(g) and 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Properties and Loans and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be madeinvestment in Properties and Loans and other Permitted Investments; (iii) make investments on behalf of the Corporation in Properties and the Operating Partnership Loans and other Permitted Investments in compliance with the investment objectives and policies of the CorporationCompany; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsProperties, Loans and other Permitted Investments; and (viv) enter into leases and service contracts for Properties Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesCompany Property; (gf) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Properties, Loans and other Permitted Investments; (g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Loans and other Permitted Investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or lenders for loans to be made to the Corporation and the Operating Partnership, Company and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (ji) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in AssetsCompany; (kj) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Company under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lk) provide the Corporation and the Operating Partnership Company with all necessary cash management services; (ml) do all things necessary to assure its ability to render the services described in this Agreement; (nm) deliver to or maintain on behalf of the Corporation Company copies of all appraisals obtained in connection with the investments in Real Properties Properties, Loans and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completedPermitted Investments; and (rn) effect any private placement notify the Board of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties proposed material transactions before they are delegated to a Person that is not an Affiliatecompleted.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws By-laws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserAdvisor, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, will: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (dc) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (ed) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (fe) subject to the provisions of Paragraphs 3(h) and 4 hereofSection 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential investments, Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesReal Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (gviii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xii) recommend various liquidity events to the Board when appropriate; and (xiii) source and structure Real Estate Related Loans; (f) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (hg) make investments in in, and Dispositions of Assets dispositions of, Investments within the discretionary limits and authority as granted by the Board; (ih) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or other lenders for loans Loans to be made to the Corporation and Company, the Operating PartnershipPartnership or any of their subsidiaries, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers on behalf of the Company, the Operating Partnership or any of their subsidiaries, or negotiate private sales of Shares and Securities or obtain loans Loans for the Corporation and Company, the Operating PartnershipPartnership or any of their subsidiaries, but in no event in such a way manner so that the Advisor shall be acting as broker-dealer or underwriter; and provided, furtherhowever, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or Company, the Operating PartnershipPartnership or any of their subsidiaries; (ji) obtain reports (which may may, but are not required to to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the Corporation and/or Company and the Operating Partnership in AssetsPartnership; (kj) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates; (lk) provide the Corporation Company and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (nl) deliver to to, or maintain on behalf of of, the Corporation Company copies of all appraisals obtained in connection with the investments in any Real Properties and all valuations of other Estate Assets as may be required to be obtained by the Board; (om) notify and obtain the approval Board of the Corporation’s investment committee for all non-affiliated proposed material transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions they are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (rn) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, common (TIC) or other interests in Real Properties Investments as may be approved by the Board; (o) perform investor-relations and Stockholder communications functions for the Company; (p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; (q) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies; and (r) do all things reasonably necessary to assure its ability to render the services described in this Agreement. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any its Affiliate remains responsible for the performance of the duties set forth in this Paragraph Section 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to (1) present to the Corporation Trust and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Trust as determined and adopted from time to time by the Board and (2) manage, administer, promote, maintain and improve the Assets on an overall portfolio basis in a diligent manner. The services of Directorsthe Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar asset portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterTrust’s most recent Prospectus for Shares, the Bylaws Declaration of Trust and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserBylaws, the Advisor shall, either directly or by engaging an Affiliated a duly qualified and licensed Affiliate of the Advisor or non-Affiliated other duly qualified and licensed Person: (a) manage the formation of the Trust and the Partnership, including the preparation and filing of all necessary documentation and ancillary agreements; (b) structure, qualify and register the Offering; (c) coordinate marketing and distribution of the Trust’s Shares in connection with the Offering; (d) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan; (e) structure, qualify and administer the repurchase of Shares pursuant to the Trust’s redemption program; (f) serve as the CorporationTrust’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationAssets and the Trust’s assets and investment policies; (bg) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the perform due diligence process for participating broker dealers on prospective investments and their review create due diligence reports summarizing the results of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offeringsuch work; (ch) provide the daily management for of the Corporation Trust and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Corporation Trust and the Operating Partnership, including, without limitation: ; (i) provide maintain and preserve the books and records of the Trust and the Partnership, including (1) share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares, (2) acting as transfer agent for the Trust’s Shares or arrange for administrative services selecting, engaging and itemsoverseeing the performance by a third party transfer agent, legal and (3) maintaining the accounting and other servicesrecord-keeping functions at the Asset and Trust levels in accordance with generally accepted accounting principles, office spacewhich shall be supported by sufficient documentation to ascertain that such records are properly and accurately recorded. Such books and records shall be the property of the Trust and shall be available for inspection by the Board and by counsel, office furnishings, personnel auditors and other items authorized agents of the Trust at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and incidental audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Trust’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as Trust shall be required to prepare and to file all periodic prepared on an accrual basis in accordance with generally accepted accounting principles, except for special financial reports that by their nature require a deviation from generally accepted accounting principles. The Advisor shall liaise with the Securities Trust’s officers and Exchange Commission independent auditors and any other regulatory agency, including annual financial statements; (iii) oversee tax shall provide such officers and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate auditors with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceinformation that the Trust so requests; (dj) investigate, select, and, on behalf of the Corporation Trust and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, asset managers, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and Trust or the Operating Partnership with any of the foregoing; (ek) consult with the officers and the Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the CorporationTrust’s financial policies, policies and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Trust and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipTrust; (fl) subject to the provisions of Paragraphs 3(hSections 2.02(i) and 4 2.03 hereof, (i) locate, analyze and select potential investments, investments in Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Assets will be made; (iii) make investments in Assets on behalf of the Corporation and Trust or the Operating Partnership in compliance with the investment objectives and policies of the CorporationTrust where the amount of such investment does not exceed 10% of the Trust’s or the Partnership’s total assets or has otherwise been approved by the Board; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, investmentsAssets; and (viv) enter into leases of Property and service contracts for Properties Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesAssets, including the servicing of Secured Loans; (gm) upon request, provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Assets; (hn) make investments in and Dispositions of Assets within the discretionary limits and authority as granted if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction; (io) obtain the prior approval of a majority of the Independent Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates; (p) negotiate on behalf of the Corporation and Trust or the Operating Partnership with banks or lenders for loans to be made to the Corporation and Trust or the Operating Partnership, and negotiate on behalf of the Corporation and Trust or the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Trust or the Partnership or obtain loans for the Corporation Trust or the Partnership, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, provided further that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Trust or the Operating Partnership; (jq) review and analyze on-going financial information pertaining to each Asset and the overall portfolio of Assets; (r) monitor applicable markets and obtain reports (which may but are not required to be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership Trust in Assets; (ks) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership Trust under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lt) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate; (u) provide the Corporation and Trust or the Operating Partnership with with, or assist the Trust or the Partnership in arranging for, all necessary cash management services; (mv) deliver to or maintain on behalf of the Trust or the Partnership copies of all appraisals obtained in connection with the investments in Assets; (w) consult with the Trust’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate; (x) provide the Trust’s officers and the Board with timely updates related to the overall regulatory environment affecting the Trust, as well as managing compliance with such matters, including compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (y) consult with the Trust’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (z) perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust to comply with applicable law, including federal and state securities laws and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (aa) upon request of the Trust or the Partnership, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust or the Partnership in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Trust or the Partnership and handling, prosecuting and settling any claims of the Trust or the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (bb) at the direction of Trust management, prepare the Trust’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Trust’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities; (cc) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations; (dd) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (ee) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (ff) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. (a) The Company hereby employs the Advisor undertakes to use its reasonable efforts to present act as the investment adviser to the Corporation and the Operating Partnership potential investment opportunities Company and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Corporation as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the board of directors of the Company (the “Board of Directors”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are determined by the Board of Directors from time to time and consistent with disclosed to the provisions Advisor, which objectives, policies and restrictions, as of the CharterEffective Date, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist those set forth in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the CorporationCompany’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports filings with the Securities and Exchange Commission (the “SEC”), as the same may be amended from time to time, (ii) the Investment Company Act, the Investment Advisers Act and any all other regulatory agency, including annual financial statements; applicable federal and state law and (iii) oversee tax the Company’s articles of incorporation and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnershipbylaws, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect same may be amended from time to time. Without limiting the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any generality of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for shall, during the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation term and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereofthis Agreement, (i) locatedetermine the composition of the portfolio of the Company, analyze the nature and select potential investments, timing of the changes therein and the manner of implementing such changes; (ii) structure identify, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be mademade by the Company (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain or sell; and (v) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds and the disposition of such investments. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions contained herein, the Company hereby delegates to the Advisor, and the Advisor hereby accepts, the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing or to refinance existing debt financing, the Advisor shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board of Directors. If it is necessary or advisable for the Advisor to make investments on behalf of the Corporation Company, or establish financing or similar arrangements, through a subsidiary or special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and the Operating Partnership to make such investments or establish such arrangements through such subsidiary or special purpose vehicle in compliance accordance with the investment objectives Investment Company Act. (b) The Advisor hereby accepts such employment and policies agrees during the term hereof to render the services described herein for the amounts of compensation provided herein. (c) Subject to the requirements of the Corporation; Investment Company Act, the Advisor is hereby authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (iveach, a “Sub-Advisor”) oversee pursuant to which the due diligence process; (vAdvisor may obtain the services of the Sub-Advisor(s) arrange for financing to assist the Advisor in fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and refinancing and make other changes in the asset or capital structure ofpolicies, and dispose ofwork, reinvest along with the proceeds from Advisor, in sourcing, structuring, negotiating, arranging or effecting the sale of, acquisition or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration disposition of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate monitoring investments on behalf of the Corporation Company, subject in all cases to the oversight of the Advisor and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating PartnershipCompany. The Advisor, and negotiate on behalf of not the Corporation and the Operating Partnership with investment banking firms and brokerCompany, shall be responsible for any compensation payable to any Sub-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that Advisor. Any sub-advisory agreement entered into by the Advisor shall be acting as broker-dealer or underwriter; in accordance with the requirements of the Investment Company Act, the Investment Advisers Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Advisor to pay any expenses that are the expenses of the Company under Section 2 hereof. (d) For all purposes herein provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the responsibility Company in any way or otherwise be deemed an agent of the Corporation or the Operating Partnership;Company. (je) obtain reports (which may but are not required The Advisor shall keep and preserve, in the manner and for the period that would be applicable to be prepared by investment companies registered under the Advisor or Investment Company Act, any books and records relevant to the provision of its Affiliates)investment advisory services to the Company, where appropriate, concerning shall specifically maintain all books and records with respect to the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports Company’s portfolio transactions and shall render to the Board of Directors of its performance of services to the Corporation such periodic and the Operating Partnership under this Agreement, including special reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Independent Directors) for all affiliated transactions before Company and shall surrender promptly to the Company any such transactions are completed; and (r) effect any private placement of OP Unitsrecords upon the Company’s request, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, provided that the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all retain a copy of such duties are delegated to a Person that is not an Affiliaterecords.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts shall undertake to present to the Corporation and the Operating Partnership potential investment Fund opportunities to invest in Real Estate Assets and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Fund as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s Prospectus, dated as of February 23, 2005 (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) a. serve as the Corporation’s and the Operating PartnershipFund’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the daily management of the Corporation Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) d. investigate, select, andengage and conduct business with, on behalf of the Corporation and the Operating PartnershipFund, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, mortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, research firms and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices described in this Section 3, including but not limited to entering into contracts in the name of the Corporation and Company or the Operating Partnership with any of the foregoing; (e) e. consult with the officers and Board of Directors of the Corporation Company and the Board and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial and investment policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Fund and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipFund; (f) f. subject to the provisions of Paragraphs 3(h) and Section 4 hereof, (i) locate, analyze and select potential investmentsinvestments in Real Estate Assets for the Fund, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Real Estate Assets will be mademade by the Fund; (iii) make investments in Real Estate Assets on behalf of the Corporation and the Operating Partnership Fund in compliance with the investment objectives and policies of the CorporationFund; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the Fund’s investments in, investmentsReal Estate Assets; and (viv) enter into leases and service contracts for Properties andReal Estate Assets; (vi) supervise property management, leasing, development and construction services provided by third parties for the Fund’s Real Estate Assets; and (vii) to the extent necessary, perform all other operational functions for the maintenance and administration of such PropertiesReal Estate Assets held by the Fund; (g) upon requestg. if and to the extent that the Advisor deems appropriate, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Fund with banks or lenders for loans to be made to the Corporation and the Operating PartnershipFund or with respect to its Real Estate Assets, and negotiate on behalf of the Corporation and the Operating Partnership Fund with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Corporation and the Operating PartnershipFund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Fund; h. provide the Fund with all necessary cash management services; i. establish and maintain one or more bank accounts in its own name for the account of the Company and the Operating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; (j) j. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; k. obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments or contemplated investments of the Corporation and/or the Operating Partnership in Real Estate Assets; (k) from time l. provide the Board with periodic reports regarding prospective investments in Real Estate Assets; m. deliver to timeor maintain on behalf of the Fund copies of all appraisals obtained in connection with the investments in Real Estate Assets; n. to the extent that the approval of the Board or the Independent Directors is not otherwise required, or at any time reasonably requested by notify the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;all proposed material transactions before they are completed; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) o. do all other things reasonably necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. (a) The Company hereby appoints the Advisor undertakes to use its reasonable efforts to present act as the investment adviser to the Corporation and the Operating Partnership potential investment opportunities Company and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Corporation as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the board of directors of the Company (the “Board of Directors”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are determined by the Board of Directors from time to time and consistent with disclosed to the provisions Advisor, which objectives, policies and restrictions, as of the CharterEffective Date, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist those set forth in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the CorporationCompany’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports filings with the Securities and Exchange Commission (the “SEC”), (ii) the Investment Company Act, the Investment Advisers Act and any all other regulatory agency, including annual financial statements; applicable federal and state law and (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board Company’s articles of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnershipincorporation, as well as managing compliance with such matters; it may be amended from time to time (viithe “Charter”) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reportingbylaws, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary same may be amended from time to time. Without limiting the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any generality of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for shall, during the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation term and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereofthis Agreement, (i) locatedetermine the composition of the portfolio of the Company, analyze the nature and select potential investments, timing of the changes therein and the manner of implementing such changes; (ii) structure identify, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be mademade by the Company (including performing due diligence on prospective portfolio companies); (iii) execute, close, service and monitor the Company’s investments; (iv) determine the securities and other assets that the Company will purchase, retain or sell; (v) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds and the disposition of such investments; and (vi) upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Company’s stockholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law. (b) The Advisor has a fiduciary responsibility and duty to the Company for the safekeeping and use of all the funds and assets of the Company, whether or not in the Advisor’s immediate possession or control. The Advisor shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Company. The Advisor shall not contract away any fiduciary obligation owed by the Advisor to the Company’s stockholders under common law. (c) To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions contained herein, the Company hereby delegates to the Advisor, and the Advisor hereby accepts, the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. If the Company determines to incur debt financing or to refinance existing debt financing, the Advisor shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board of Directors. If it is necessary or advisable for the Advisor to make investments on behalf of the Corporation Company, or establish financing or similar arrangements, through a subsidiary or special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such subsidiary or special purpose vehicle and to make such investments or establish such arrangements through such subsidiary or special purpose vehicle in accordance with the Investment Company Act. (d) The Advisor ▇▇▇▇▇▇ accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein. (e) Subject to the requirements of the Investment Company Act, and any applicable guidance, interpretation or relief of the SEC or its staff, the Advisor is hereby authorized, but not required, to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and policies, and work, along with the Advisor, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of the Advisor and the Operating Partnership Company. The Advisor, and not the Company, shall be responsible for any compensation payable to any Sub-Advisor. Any sub-advisory agreement entered into by the Advisor shall be in compliance accordance with the investment objectives and policies requirements of the Corporation; (iv) oversee Investment Company Act, the due diligence process; (v) arrange for financing and refinancing and make other changes in Investment Advisers Act, any applicable guidance, interpretation or relief of the asset SEC or capital structure ofits staff, and dispose ofother applicable federal and state law. Nothing in this subsection (e) will obligate the Advisor to pay any expenses that are the expenses of the Company under Section 2 hereof. (f) The Advisor, reinvest and any Sub-Advisor, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the proceeds from the sale of, Company in any way or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to be deemed an agent of the extent necessary, perform all other operational functions for the maintenance and administration of such Properties;Company. (g) upon requestThe Advisor shall keep and preserve, provide in the Board of Directors with periodic reports regarding prospective investments; (h) make investments in manner and Dispositions of Assets within for the discretionary limits period required under the Investment Company Act, any books and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made records relevant to the Corporation provision of its investment advisory services to the Company, shall specifically maintain all books and records with respect to the Operating Partnership, Company’s portfolio transactions and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports render to the Board of Directors of its performance of services to the Corporation such periodic and the Operating Partnership under this Agreement, including special reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Independent Directors) for all affiliated transactions before Company and shall surrender promptly to the Company any such transactions are completed; and (r) effect any private placement of OP Unitsrecords upon the Company’s request, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, provided that the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all retain a copy of such duties are delegated to a Person that is not an Affiliaterecords.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering processof Shares and any private placements of securities, including but not limited to OP Units, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporationoffered, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus the Memorandum and other Offering the Offering, private placement and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securitiesor private placement; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership Partnership, the Offering or the Offeringa private placement; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with StockholdersStockholders and OP Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder and OP Unitholder support and service; (df) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (eg) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (fh) subject to the provisions of Paragraphs 3(h3(j),(q),(r),(s) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (gi) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (hj) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (ik) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and the Corporation’s Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jl) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (km) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (ln) provide the Corporation and the Operating Partnership with all necessary cash management services; (mo) do all things necessary to assure its ability to render the services described in this Agreement; (np) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (oq) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completedany investments in Real Properties; (qr) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and; (rs) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board; (t) oversee the development, construction and improvement, including tenant improvements, of Real Properties by third parties on behalf of the Corporation; and (u) oversee and monitor third-party engineers, facility managers and property managers with regard to the effective building operations and maintenance of Real Properties. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Corporation or as oversight of the Corporation’s outside counsel, which internal legal services shall be deemed separate and not included in the services set forth above.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for the Shares, the Articles of Incorporation and Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly by engaging an Affiliated a duly qualified Affiliate of the Advisor or non-Affiliated Persona duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCompany’s assets and the Operating Partnership’s Investments and investment policies; (bd) manage determine the proper allocation of the Company’s and supervise the Offering process, including, without limitation: Operating Partnership’s Investments among (i) develop the product offeringReal Property, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer ManagerReal Estate Equity Securities, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers Real Estate Loans and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation cash and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements cash equivalents and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offeringshort-term investments; (ce) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent and fund accountant, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership; (g) subject to the provisions of Section 4 hereof, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporationextent within the Advisor’s business authority as set forth in the Investment Guidelines, identify, analyze and operationscomplete acquisitions and dispositions of Investments; (ii) maintain accounting data to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and any other information requested concerning recommend acquisitions and dispositions of Investments to the activities Board and complete such transactions on behalf of the Corporation Company and the Operating Partnership as shall be required to prepare and to file all periodic financial reports in accordance with the Securities and Exchange Commission and any other regulatory agency, including annual financial statementsdirection of the Board; (iii) oversee tax structure and compliance services negotiate the terms and risk management services conditions of transactions pursuant to which acquisitions and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax mattersdispositions of Investments will be made; (iv) manage arrange for financing and coordinate with refinancing and make other changes in the transfer agent asset or capital structure of, and dispose of, reinvest the quarterly dividend process and payments to Stockholdersproceeds from the sale of, or otherwise deal with, Investments; (v) consult with enter into leases and assist service contracts for Investments and, to the Board extent necessary, perform all other operational functions for the maintenance and administration of Directors in evaluating such Investments, including the servicing of mortgages and obtaining adequate insurance coverage based upon risk selecting, engaging and supervising the performance of third party property managers and leasing agents for property management determinationsand leasing services; (vi) provide actively oversee and manage Investments for purposes of meeting the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such mattersCompany’s investment objectives; (vii) consult with the Board of Directors with respect to the corporate governance structure review and appropriate policies analyze each Property’s operating and procedures related theretocapital budget; and (viii) oversee to the extent necessary, perform all reporting, record keeping, internal controls other operational functions for the maintenance and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceadministration of such Investments; (dh) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (ej) consult with the officers arrange and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments secure on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (jk) obtain monitor the operating performance of the Investments and provide periodic reports (which may but are not to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required to be prepared by applicable rule or regulation, all reports and returns required by the Advisor Securities and Exchange Commission, Internal Revenue Service and other state or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assetsfederal governmental agencies; (kl) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates; (lm) oversee, manage and provide input with respect to the calculation, at the end of each Business Day, of the Class A NAV and Class B NAV by the fund accountant, or otherwise as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the appraisals conducted by the Independent Valuation Advisor; (q) monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Corporation Company and the Operating Partnership with all necessary cash management services; (mt) do arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all things necessary to assure its ability to render the services described in this Agreementmatters with any Joint Venture partners; (nu) deliver to communicate on the Company’s or maintain on the Operating Partnership’s behalf with the respective holders of any of the Corporation copies Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of all appraisals obtained any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in connection effect and cause the Company to engage in overall hedging strategies consistent with the investments in Real Properties Company’s status as a REIT and all valuations of other Assets as may be required to be obtained with the Company’s investment policies approved by the Board; (ow) notify and obtain advise the approval Company regarding the maintenance of the CorporationCompany’s investment committee exemption from the Investment Company Act and monitor compliance with the requirements for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before maintaining an exemption from such transactions are completedact; (px) notify advise the Company regarding the Company’s ability to elect REIT status, and obtain the approval thereafter maintenance of the Board for all proposed transactions that have Company’s status as a Contract Purchase PriceREIT, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completedand monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (qy) notify take all necessary actions to enable the Company and obtain the approval of a majority Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Board Code; (z) invest or reinvest any money of Directors the Company or the Operating Partnership (including a majority investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Independent DirectorsCode and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all affiliated transactions before reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such transactions are completedlimitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and other activities relating to the Company’s and the Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (rhh) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by use commercially reasonable efforts to cause the Board. Notwithstanding Company and the foregoing, the Advisor may delegate any or Operating Partnership to comply with all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateapplicable laws.

DUTIES OF THE ADVISOR. The Advisor undertakes shall undertake to use its reasonable efforts to present source and recommend to the Corporation and the Operating Partnership potential investment Fund opportunities to make Investments and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Fund as determined and adopted from time to time by the Board of Directorsand in accordance with this Agreement (including, without limitation, Section 4 hereof). In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s Prospectus for the Follow-On Offering (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) a. serve as the Corporation’s and the Operating PartnershipFund’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the daily management of the Corporation Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) d. investigate, select, andengage and conduct business with, on behalf of the Corporation and the Operating PartnershipFund, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, mortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, research firms and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices described in this Section 3, including but not limited to entering into contracts in the name of the Corporation and Company or the Operating Partnership with any of the foregoing; (e) e. consult with the officers and Board of Directors of the Corporation Company and the Board and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial and investment policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Fund and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipFund; (fi) subject to source potential Investments and analyze and recommend potential Investments for the provisions Fund in compliance with the investment objectives and policies of Paragraphs 3(h) the Fund and Section 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions and arrange for any financing pursuant to which investments Investments will be mademade by the Fund; and (iii) make investments after and consistent with the approval of the Board of Directors close such Investments on behalf of the Corporation Fund; g. manage the Fund’s Investments, including without limitation, by (i) entering into leases for the Fund’s Investments, (ii) supervising property management, leasing, development and construction and other services provided by third parties for the Operating Partnership in compliance with Fund’s Investments and entering into such agreements or contracts as may be necessary or advisable therefore, (iii) to the investment objectives extent necessary, performing all other operational functions for the maintenance and policies administration of the Corporation; Fund’s Investments, and (iv) oversee the due diligence process; (v) arrange arranging for financing and refinancing and make making other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Fund’s investments; ; h. if and (vi) enter into leases and service contracts for Properties and, to the extent necessarythat the Advisor deems appropriate, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Fund with banks or lenders for loans to be made to the Corporation and the Operating PartnershipFund or with respect to its Investments, and negotiate on behalf of the Corporation and the Operating Partnership Fund with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Corporation and the Operating PartnershipFund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Fund; i. provide the Fund with all necessary cash management services; j. establish and maintain one or more bank accounts in its own name for the account of the Company and the Operating Partnership or in the name of the Company and the Operating Partnership, and collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, as applicable; provided that no funds shall be commingled with the funds of the Advisor; and provided further that the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Fund; (j) k. provide the Board with reports of the Advisor’s performance of services under this Agreement from time to time, or at any time reasonably requested by the Board; l. obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of the Fund’s investments in Investments; m. provide the Board with periodic reports regarding prospective investments in Investments; n. deliver to or contemplated investments maintain on behalf of the Corporation and/or Fund copies of all appraisals obtained in connection with the Operating Partnership investments in AssetsInvestments; (k) from time o. to timethe extent that the approval of the Board or the Independent Directors is not otherwise required, or at any time reasonably requested by notify the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;all proposed material transactions before they are completed; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) p. do all other things reasonably necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for the Shares, the Articles of Incorporation and Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly by engaging an Affiliated a duly qualified Affiliate of the Advisor or non-Affiliated Persona duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCompany’s assets and the Operating Partnership’s Investments and investment policies; (bd) manage determine the proper allocation of the Company’s and supervise the Offering process, including, without limitation: Operating Partnership’s Investments among (i) develop the product offeringReal Property, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer ManagerReal Estate Equity Securities, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers Real Estate Loans and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation cash and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements cash equivalents and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offeringshort-term investments; (ce) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership; (g) subject to the provisions of Section 4 hereof, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporationextent within the Advisor’s business authority as set forth in the Investment Guidelines, identify, analyze and operationscomplete acquisitions and dispositions of Investments; (ii) maintain accounting data to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and any other information requested concerning recommend acquisitions and dispositions of Investments to the activities Board and complete such transactions on behalf of the Corporation Company and the Operating Partnership as shall be required to prepare and to file all periodic financial reports in accordance with the Securities and Exchange Commission and any other regulatory agency, including annual financial statementsdirection of the Board; (iii) oversee tax structure and compliance services negotiate the terms and risk management services conditions of transactions pursuant to which acquisitions and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax mattersdispositions of Investments will be made; (iv) manage arrange for financing and coordinate with refinancing and make other changes in the transfer agent asset or capital structure of, and dispose of, reinvest the quarterly dividend process and payments to Stockholdersproceeds from the sale of, or otherwise deal with, Investments; (v) consult with enter into leases and assist service contracts for Investments and, to the Board extent necessary, perform all other operational functions for the maintenance and administration of Directors in evaluating such Investments, including the servicing of mortgages and obtaining adequate insurance coverage based upon risk selecting, engaging and supervising the performance of third party property managers and leasing agents for property management determinationsand leasing services; (vi) provide actively oversee and manage Investments for purposes of meeting the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such mattersCompany’s investment objectives; (vii) consult with the Board of Directors with respect to the corporate governance structure review and appropriate policies analyze each Property’s operating and procedures related theretocapital budget; and (viii) oversee to the extent necessary, perform all reporting, record keeping, internal controls other operational functions for the maintenance and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceadministration of such Investments; (dh) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (ej) consult with the officers arrange and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments secure on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (jk) obtain monitor the operating performance of the Investments and provide periodic reports (which may but are not to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required to be prepared by applicable rule or regulation, all reports and returns required by the Advisor Securities and Exchange Commission, Internal Revenue Service and other state or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assetsfederal governmental agencies; (kl) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates; (lm) calculate, at the end of each Business Day, the Class A NAV, Class D NAV, Class I NAV, Class N NAV and Class T NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the appraisals conducted by the Independent Valuation Advisor; (q) monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Corporation Company and the Operating Partnership with all necessary cash management services; (mt) do arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all things necessary to assure its ability to render the services described in this Agreementmatters with any Joint Venture partners; (nu) deliver to communicate on the Company’s or maintain on the Operating Partnership’s behalf with the respective holders of any of the Corporation copies Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of all appraisals obtained any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in connection effect and cause the Company to engage in overall hedging strategies consistent with the investments in Real Properties Company’s status as a REIT and all valuations of other Assets as may be required to be obtained with the Company’s investment policies approved by the Board; (ow) notify and obtain advise the approval Company regarding the maintenance of the CorporationCompany’s investment committee exception from the Investment Company Act and monitor compliance with the requirements for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before maintaining an exception from such transactions are completedact; (px) notify advise the Company regarding the Company’s ability to elect REIT status, and obtain the approval thereafter maintenance of the Board for all proposed transactions that have Company’s status as a Contract Purchase PriceREIT, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completedand monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (qy) notify take all necessary actions to enable the Company and obtain the approval of a majority Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Board Code; (z) invest or reinvest any money of Directors the Company or the Operating Partnership (including a majority investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Independent DirectorsCode and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to any Offering and the Company’s business activities (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all affiliated transactions before reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such transactions are completedlimitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and other activities relating to the Company’s and the Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (rhh) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by use commercially reasonable efforts to cause the Board. Notwithstanding Company and the foregoing, the Advisor may delegate any or Operating Partnership to comply with all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateapplicable laws.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in and Dispositions of Real Properties; (i) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (ij) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jk) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (kl) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (lm) provide the Corporation and the Operating Partnership with all necessary cash management services; (mn) do all things necessary to assure its ability to render the services described in this Agreement; (no) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (op) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (pq) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (qr) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (rs) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present Subject to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies terms of the Corporation as determined Articles of Incorporation, the Bylaws, and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors Directors, the Advisor, at its own cost and consistent with the provisions expense, unless otherwise set forth herein, on behalf of the CharterCompany, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating PartnershipCompany’s investment and financial advisor and consultant in connection with policy and investment decisions to be made by the Board of Directors, furnish reports to the Board of Directors, and provide research and research, economic and statistical data in connection with the Corporation’s assets acquisition, financing, refinancing, holding, leasing and investment policiesdisposition of Properties and other investments of the Company; (b) manage and supervise administer the Offering process, including, without limitation: (i) develop the product offering, including the determination day-to-day operations of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership Company and perform and or supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceCompany; (dc) investigate, select, select and, on behalf of the Corporation and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder(including, including but not limited to to, entering into contracts in the name of the Advisor or the Company) consultants, accountants, correspondents, lenders, servicers, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and other mortgage and investment participants, any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor Board of Directors necessary or desirable for the performance of any of the foregoing services; (d) act as attorney-in-fact or agent in acquiring, financing, refinancing, leasing and disposing of Properties and other investments, in disbursing and collecting funds of the Company, in paying the debts and fulfilling the obligations of the Company and in handling, prosecuting and settling any claims of the Company, including but not limited the foreclosure or other enforcement of any mortgage or other lien securing Properties or other investments, and exercise its own discretion in doing so; provided that any fees and costs payable to entering into contracts independent Persons incurred by the Advisor in connection with the name foregoing shall be the responsibility of the Corporation and the Operating Partnership with any of the foregoingCompany; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Company with banks or other lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities the securities of the Company or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipCompany; (jf) obtain reports (which may but are not required to be prepared invest or reinvest any money of the Company, as directed by the Advisor Board of Directors or its Affiliates), where appropriate, concerning subject to such discretionary powers as the value Board of investments or contemplated investments of the Corporation and/or the Operating Partnership in AssetsDirectors may from time to time delegate; (kg) from time to timeif requested by the Company, provide appraisal reports on any real property that is, or is proposed to be, acquired by the Company for investment; (h) at any time reasonably requested by the Board of Directors, Directors (but not more than monthly) make reports to the Board of Directors of its performance of services to the Corporation Company; (i) communicate on behalf of the Company with the Shareholders of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to the Operating Partnership under this AgreementShareholders and third parties and to maintain effective relations with the Shareholders; (j) counsel the Company in connection with policy decisions to be made by the Board of Directors; (k) provide the executive and administrative personnel, including reports with respect office space and services required in rendering the foregoing services to potential conflicts of interest involving the Advisor or any of its affiliates;Company; and (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the perform such other services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required from time to be obtained by time for management and other activities relating to the Board; (o) notify and obtain the approval assets of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long Company as the Advisor or any Affiliate remains responsible for shall deem appropriate under the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateparticular circumstances.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to manage the day-to-day operations of the Company’s business, present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly by engaging an Affiliated Affiliate or non-Affiliated Persona third party: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCompany’s assets and the Operating Partnership’s Investments and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company, including the collection of revenues and the payment of the Company’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; maintaining the Company’s books and records; and organizing meetings of the Board and the Operating Partnership; (c) recommend to the Company and the Operating Partnership the proper allocation of the Company’s Investments between (i) Real Property, (ii) Real Estate Related Assets, and (iii) cash and cash equivalents and other short-term investments; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (e) subject to the provisions of Section 4 hereof, (i) to the extent within the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and complete acquisitions and dispositions of Investments; (ii) to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and recommend acquisitions and dispositions of Investments to the Board and complete such transactions on behalf of the Company and the Operating Partnership in accordance with the direction of the Board; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (vi) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (x) manage accounting and other record-keeping functions for the Company; (f) arrange and secure on behalf of the Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership, includingbut in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, without limitation: further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership; (g) monitor the operating performance of the Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; (h) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates; (i) calculate, at the end of each Business Day, the Class A NAV, Class D NAV, Class A-I NAV, Class M-I NAV and Class M NAV as provided in the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (j) deliver to, or maintain for a period of time in accordance with the Investment Advisers Act of 1940, as amended and the rules and regulation promulgated thereunder, on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or arrange for administrative services the Operating Partnership and items, legal conduct all matters with any Joint Venture partners; (m) communicate on the Company’s or the Operating Partnership’s behalf with the respective holders of any of the Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other servicesrequirements of any governmental bodies or agencies and to maintain effective relations with such holders, office spaceand related thereto provide copy writing, office furnishingscreative management, personnel project management and print production management; (n) evaluate and recommend to the Board hedging strategies and modifications thereto in effect and cause the Company and the Operating Partnership to engage in overall hedging strategies consistent with the Company’s status as a REIT and with the Company’s investment policies approved by the Board; (o) advise the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitor compliance with the requirements for maintaining an exemption from such Act; (p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor compliance with the various REIT qualification tests and other items rules set out in the Code and the regulations promulgated thereunder; (q) take all necessary actions to enable the Company and incidental the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning extent provided by the activities REIT provisions of the Corporation Code; (r) invest or reinvest any money of the Company or the Operating Partnership (including investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and Company’s or the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance ’s respective capital structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and servicecapital raising; (ds) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (et) consult with cause the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the investment objectives and policies REIT provisions of the Corporation; Code and to conduct compliance reviews thereto, as required; (ivu) oversee cause the due diligence process; Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (v) arrange assist the Company in maintaining the registration of the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to such Offering and the Company’s business activities (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (w) take all necessary actions to enable the Company to make required tax filings and reports, including soliciting Stockholders for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, required information to the extent necessary, perform all other operational functions for provided by the maintenance and administration REIT provisions of such Propertiesthe Code; (gx) upon requesthandle and resolve all claims, provide disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Board Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority Company’s or the Operating Partnership’s day-to-day operations, subject to such limitations or parameters as granted may be imposed from time to time by the Board; (iy) negotiate use commercially reasonable efforts to cause expenses incurred by or on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans to be made reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (z) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Corporation Board its replacement; (aa) in connection with any Offering, assist the Dealer Manager administratively with the selection process, implementation and training of Participating Broker-Dealers and facilitate the ongoing due diligence review of the Company and the Offering conducted by Participating Broker-Dealers; (bb) establish and manage ongoing operational and administrative processes for the Company, including engaging and negotiating contract terms with and supervising the performance by vendors of transfer agent services, call center and investor relations services, distribution payment processing, stockholder tax reporting, proxy voting, information technology requirements and reporting to Participating Broker-Dealers; (cc) develop marketing materials for the Company; (dd) assist in permissible public relations activities relating to the Company, including but not limited to the (i) development and administration of press releases, (ii) media relations, (iii) media coverage and by-lined articles, and (iv) subject to principal approval of the Dealer Manager and regulatory approvals, if required, the development and maintenance of a Company website to provide access for investors to financial reporting, financial advisor access to sales materials, and general information relating to the Company, such as filings with the Securities and Exchange Commission and informational presentations; (ee) assist in the administration of the Company’s distribution reinvestment plan, Share transfers, Share redemptions and all exception requests; (ff) arrange for the provision of data and customary information resources to interested parties such as custodians, trust departments, third-party reporting services and registered investment advisor platforms; (gg) provide and administer all back office administrative services that may be required for the day-to-day operations of the Company; (hh) perform such other services as may be required from time to time for the management and other activities relating to the Company’s and the Operating Partnership, ’s respective business and negotiate on behalf of assets as the Corporation Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (ii) use commercially reasonable efforts to cause the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) provide the Corporation and the Operating Partnership comply with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateapplicable laws.

DUTIES OF THE ADVISOR. The Advisor undertakes agrees to use act on a basis which is fair and reasonable to the Company and its reasonable efforts shareholders in selecting from among the particular investment opportunities that come to it; provided, however, that the Advisor shall not be required to present to the Corporation Company any particular investment opportunity which comes to it even if the opportunity is one which, if presented to the Company, could be taken by the Company. Subject to the supervision of the Directors, the Advisor shall: (a) use its best efforts to present and recommend to the Operating Partnership potential investment opportunities and to provide Company a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Corporation Company; (b) administer the Company's day-to-day investment operations and perform or supervise the performance of such other administrative functions in connection with the management of the Company as determined and adopted from time to time may be agreed upon by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws Advisor and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person:Directors; (ac) serve as the Corporation’s Company's investment adviser and consultant in connection with policy decisions to be made by the Operating Partnership’s investment and financial advisor Directors and, as requested, furnish reports to the Directors and provide research and economic and statistical data in connection with the Corporation’s assets Company's investments and investment policies; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, select and conduct relations on behalf of the Corporation Company with consultants, borrowers, lenders, mortgagors and the Operating Partnership, engage other mortgage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultantsinvestment participants, accountants, correspondentsmortgage loan originators, lendersor brokers, correspondents and servicers, technical advisorsadvisers, attorneys, brokersunderwriters, underwritersbrokers and dealers, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, builders and developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons persons acting in any other capacity deemed by the Advisor Directors necessary or desirable for desirable, and enter into appropriate contracts with, employ, retain and supervise services performed or to be performed by, any such parties in connection with investments which have been or may be acquired, sold or otherwise disposed of by the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoingCompany; (e) consult with the officers Directors and Board of Directors present to them opportunities to acquire Mortgage Loans and other investments consistent with the investment policies and objectives of the Corporation Company and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making making, the acquiring (by purchase, investment, exchange or otherwise), the holding and the disposition (through sale, exchange or otherwise) of investments consistent with the investment policies and objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken Company, commitments therefor, loans secured by the Corporation and/or pledge of mortgage loans as collateral, participations in any one of the Operating Partnershipforegoing, or Government or other securities or other investments of, or investments considered by, the Company; (f) subject obtain for the Company such services as may be required for property management, mortgage servicing, construction and development loan disbursements and other activities relating to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf investment portfolio of the Corporation Company, and act as the Operating Partnership in compliance with the investment objectives and policies attorney-in-fact or agent of the CorporationCompany in working with and supervising whomever is selected to perform such services; (iv) oversee provided, however, that nothing herein shall be construed to require the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, Advisor to the extent necessary, perform all other operational functions for the maintenance and administration of such Propertiesservices itself; (g) upon requestact as attorney-in-fact or agent of the Company in acquiring and disposing of investments, provide disbursing and collecting the Board funds of Directors with periodic reports regarding prospective the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting and settling of any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments, and exercise its own sound discretion in doing so; (h) make investments assist in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate negotiations on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership Company with investment banking firms firms, securities brokers or dealers and broker-dealers other institutions or negotiate investors for public or private sales of Shares shares or other securities of the Company or public offerings or private placements by the Company of its securities, and Securities or obtain loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall would be deemed to be acting as a broker-dealer or underwriter; and provided, further, that ; (i) invest or reinvest any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility money of the Corporation or the Operating PartnershipCompany; (j) obtain reports (which may but are not required to be prepared by provide office space and office equipment, the Advisor or its Affiliates)use of accounting and computing equipment when required, where appropriateand necessary executive, concerning clerical and secretarial personnel for the value of investments or contemplated investments performance of the Corporation and/or the Operating Partnership in Assetsforegoing services as Advisor; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of the foregoing services to the Corporation and the Operating Partnership under this Agreement, including reports furnish advice and recommendations with respect to potential conflicts other aspects of interest involving the Advisor business and affairs of the Company from time to time or at any of its affiliatestime requested by the Directors; (l) provide in general, inform the Corporation and Directors of any factors which come to its attention which would influence the Operating Partnership with all necessary cash management services;policies of the Company; and (m) do all things assist in the preparation of reports and other documents necessary to assure its ability satisfy the continuous reporting and other requirements of any governmental bodies or agencies and to render the services described in this Agreement; (n) deliver to or maintain on behalf effective communications with stockholders of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an AffiliateCompany.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable efforts to present to the Corporation Company and the Operating Partnership potential investment opportunities and to provide the Company and the Operating Partnership with a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s most recent Prospectus for the Shares, the Articles of Incorporation and Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or indirectly by engaging an Affiliated a duly qualified Affiliate of the Advisor or non-Affiliated Persona duly qualified third party: (a) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial, investment, valuation and other policies; (b) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s Investment Guidelines, policies and objectives; (c) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the CorporationCompany’s assets and the Operating Partnership’s Investments and investment policies; (bd) manage determine the proper allocation of the Company’s and supervise the Offering process, including, without limitation: Operating Partnership’s Investments among (i) develop the product offeringReal Property, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer ManagerReal Estate Equity Securities, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers Real Estate Loans and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation cash and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements cash equivalents and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offeringshort-term investments; (ce) select Joint Venture partners and service providers for the Company, such as the Company’s transfer agent, structure corresponding agreements and oversee and monitor these relationships; (f) provide the daily management for of the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation Company and the Operating Partnership; (g) subject to the provisions of Section 4 hereof, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporationextent within the Advisor’s business authority as set forth in the Investment Guidelines, identify, analyze and operationscomplete acquisitions and dispositions of Investments; (ii) maintain accounting data to the extent outside the Advisor’s authority as set forth in the Investment Guidelines, identify, analyze and any other information requested concerning recommend acquisitions and dispositions of Investments to the activities Board and complete such transactions on behalf of the Corporation Company and the Operating Partnership as shall be required to prepare and to file all periodic financial reports in accordance with the Securities and Exchange Commission and any other regulatory agency, including annual financial statementsdirection of the Board; (iii) oversee tax structure and compliance services negotiate the terms and risk management services conditions of transactions pursuant to which acquisitions and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax mattersdispositions of Investments will be made; (iv) manage arrange for financing and coordinate with refinancing and make other changes in the transfer agent asset or capital structure of, and dispose of, reinvest the quarterly dividend process and payments to Stockholdersproceeds from the sale of, or otherwise deal with, Investments; (v) consult with enter into leases and assist service contracts for Investments and, to the Board extent necessary, perform all other operational functions for the maintenance and administration of Directors in evaluating such Investments, including the servicing of mortgages and obtaining adequate insurance coverage based upon risk selecting, engaging and supervising the performance of third party property managers and leasing agents for property management determinationsand leasing services; (vi) provide actively oversee and manage Investments for purposes of meeting the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such mattersCompany’s investment objectives; (vii) consult with the Board of Directors with respect to the corporate governance structure review and appropriate policies analyze each Property’s operating and procedures related theretocapital budget; and (viii) oversee to the extent necessary, perform all reporting, record keeping, internal controls other operational functions for the maintenance and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and serviceadministration of such Investments; (dh) oversee recruitment and hiring of personnel who will have direct responsibility for the operations of each Real Property acquired by the Company, which may include, but is not limited to, on-site managers and building and maintenance personnel, and direct and establish policies for such personnel; (i) investigate, select, and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including including, but not limited to to, entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing; (ej) consult with the officers arrange and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments secure on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation Company and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation Company or the Operating Partnership; (jk) obtain monitor the operating performance of the Investments and provide periodic reports (which may but are not to the Board with respect thereto, including comparative information with respect to such operating performance and budgeted or projected operating results, and prepare and review on the Company’s behalf, with the participation of one designated principal executive officer and principal financial officer of the Company to the extent required to be prepared by applicable rule or regulation, all reports and returns required by the Advisor Securities and Exchange Commission, Internal Revenue Service and other state or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assetsfederal governmental agencies; (kl) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Corporation Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates; (lm) calculate, at the end of each Business Day, the Class A NAV and Class B NAV in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor and other independent third party appraisal firms concerning the value of the Real Properties; (n) provide input in connection with the valuations performed by the Independent Valuation Advisor, including periodic asset and portfolio level information with respect to the Company’s Real Property and Real Estate Related Assets; (o) monitor the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values provided by the Independent Valuation Advisor and notify the Independent Valuation Advisor with respect to such events; (p) if deemed appropriate by the Advisor, select and manage other independent valuation experts to provide valuation services with respect to the Real Estate Related Assets and other Investments that are not subject to the appraisals conducted by the Independent Valuation Advisor; (q) monitor the Independent Valuation Advisor’s valuation process to ensure that it complies with the Company’s valuation guidelines and report on such compliance to the Board on a quarterly basis; (r) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Property; (s) provide the Corporation Company and the Operating Partnership with all necessary cash management services; (mt) do arrange, negotiate, coordinate and manage operations of any Joint Venture interests held by the Company or the Operating Partnership and conduct all things necessary to assure its ability to render the services described in this Agreementmatters with any Joint Venture partners; (nu) deliver to communicate on the Company’s or maintain on the Operating Partnership’s behalf with the respective holders of any of the Corporation copies Company’s or the Operating Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of all appraisals obtained any governmental bodies or agencies and to maintain effective relations with such holders; (v) evaluate and recommend to the Board hedging strategies and modifications thereto in connection effect and cause the Company to engage in overall hedging strategies consistent with the investments in Real Properties Company’s status as a REIT and all valuations of other Assets as may be required to be obtained with the Company’s investment policies approved by the Board; (ow) notify and obtain advise the approval Company regarding the maintenance of the CorporationCompany’s investment committee exemption from the Investment Company Act and monitor compliance with the requirements for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before maintaining an exemption from such transactions are completedact; (px) notify advise the Company regarding the Company’s ability to elect REIT status, and obtain the approval thereafter maintenance of the Board for all proposed transactions that have Company’s status as a Contract Purchase PriceREIT, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completedand monitor compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder; (qy) notify take all necessary actions to enable the Company and obtain the approval of a majority Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Board Code; (z) invest or reinvest any money of Directors the Company or the Operating Partnership (including a majority investing in short-term investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Stockholders and the Operating Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s or the Operating Partnership’s respective capital structure and capital raising; (aa) cause the Company and the Operating Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Independent DirectorsCode and to conduct compliance reviews thereto, as required; (bb) cause the Company and the Operating Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (cc) assist the Company in maintaining the registration of the Shares under federal and state securities laws and complying with all federal, state and local regulatory requirements applicable to the Company in respect of the Offering and the Company’s business activities (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended), including preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all affiliated transactions before reports and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; (dd) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company and the Operating Partnership may be involved or to which the Company and the Operating Partnership may be subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject to such transactions are completedlimitations or parameters as may be imposed from time to time by the Board; (ee) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Company and the Operating Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time to time; (ff) arrange for (1) the disposal of Real Properties and (2) the sale or disposition of Real Estate Related Assets on the Company’s behalf in compliance with the Company’s investment objectives and policies as stated in the Company’s most recent Prospectus for Shares; (gg) perform such other services as may be required from time to time for the management and other activities relating to the Company’s and the Operating Partnership’s respective business and assets as the Board shall reasonably request or the Advisor shall deem appropriate under the particular circumstances; and (rhh) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by use commercially reasonable efforts to cause the Board. Notwithstanding Company and the foregoing, the Advisor may delegate any or Operating Partnership to comply with all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliateapplicable laws.

DUTIES OF THE ADVISOR. The Advisor undertakes shall undertake to use its reasonable efforts to present source and recommend to the Corporation and the Operating Partnership potential investment Fund opportunities to make Investments and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation Fund as determined and adopted from time to time by the Board of Directorsand in accordance with this Agreement (including, without limitation, Section 4 hereof). In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterCompany’s Prospectus for the Second Follow-On Offering (and any supplements thereto), the Articles, the Bylaws of the Company and the Operating OP Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated PersonAffiliate: (a) a. serve as the Corporation’s and the Operating PartnershipFund’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage and supervise the Offering process, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership and b. perform and supervise the various administrative functions reasonably necessary for the daily management of the Corporation Fund; c. maintain and preserve the books and records of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) d. investigate, select, andengage and conduct business with, on behalf of the Corporation and the Operating PartnershipFund, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to appraisers, consultants, accountants, contractors, leasing agents, correspondents, lenders, technical advisors, attorneys, real estate brokers, broker-dealers, underwriters, corporate fiduciaries, escrow agents, transfer agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property ownersmanagers, mortgagors, mortgage brokers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, research firms and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices described in this Section 3, including but not limited to entering into contracts in the name of the Corporation and Company or the Operating Partnership with any of the foregoing; (e) e. consult with the officers and Board of Directors of the Corporation Company and the Board and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial and investment policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation Fund and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating PartnershipFund; (fi) subject to source potential Investments and analyze and recommend potential Investments for the provisions Fund in compliance with the investment objectives and policies of Paragraphs 3(h) the Fund and Section 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions and arrange for any financing pursuant to which investments Investments will be mademade by the Fund; and (iii) make investments after and consistent with the approval of the Board of Directors, close such Investments on behalf of the Corporation Fund; g. manage the Fund’s Investments, including without limitation, by (i) entering into leases for the Fund’s Investments, (ii) supervising property management, leasing, development and construction and other services provided by third parties for the Operating Partnership in compliance with Fund’s Investments and entering into such agreements or contracts as may be necessary or advisable therefore, (iii) to the investment objectives extent necessary, performing all other operational functions for the maintenance and policies administration of the Corporation; Fund’s Investments, and (iv) oversee the due diligence process; (v) arrange arranging for financing and refinancing and make making other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; with the Fund’s Investments; h. if and (vi) enter into leases and service contracts for Properties and, to the extent necessarythat the Advisor deems appropriate, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership Fund with banks or lenders for loans to be made to the Corporation and the Operating PartnershipFund or with respect to its Investments, and negotiate on behalf of the Corporation and the Operating Partnership Fund with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities Partnership Units (as defined in the OP Partnership Agreement) or obtain loans for the Corporation and the Operating PartnershipFund, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating PartnershipFund; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (l) i. provide the Corporation and the Operating Partnership Fund with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present to the Corporation and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person: (a) serve as the Corporation’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policies; (b) manage and supervise the Offering processof Shares and any private placements of securities, including but not limited to OP Units, including, without limitation: (i) develop the product offering, including the determination of the specific terms of the Securities to be offered by the Corporationoffered, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus the Memorandum and other Offering the Offering, private placement and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securitiesor private placement; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership Partnership, the Offering or the Offeringa private placement; (c) implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Real Properties; (d) supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; (e) provide the daily management for the Corporation and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Corporation and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with StockholdersStockholders and OP Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder and OP Unitholder support and service; (df) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Corporation and the Operating Partnership with any of the foregoing; (eg) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and in connection with any borrowings proposed to be undertaken by the Corporation and/or the Operating Partnership; (fh) subject to the provisions of Paragraphs 3(h3(j),(q),(r),(s) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (gi) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (hj) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (ik) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnership, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and the Corporation’s Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (jl) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (km) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates; (ln) provide the Corporation and the Operating Partnership with all necessary cash management services; (mo) do all things necessary to assure its ability to render the services described in this Agreement; (np) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (oq) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the prior approval of the Board of Directors, any particular Directors specified by the Board or, if specified in a resolution or policy adopted by the Board, any committee of the Board or the Advisor, for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completedany investments in Real Properties; (qr) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and; (rs) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board; (t) oversee the development, construction and improvement, including tenant improvements, of Real Properties by third parties on behalf of the Corporation; (u) oversee and monitor third-party engineers, facility managers and property managers with regard to the effective building operations and maintenance of Real Properties; and (v) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Assets with a Contract Purchase Price equal to or greater than $1,000,000. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate. Further, the Advisor or any Affiliate may provide internal legal services, either directly to the Corporation or as oversight of the Corporation’s outside counsel, which internal legal services shall be deemed separate and not included in the services set forth above.

DUTIES OF THE ADVISOR. The Advisor undertakes to will use its reasonable best efforts to find, evaluate, present and recommend to the Corporation Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the Company’s investment policies and objectives and policies of the Corporation as determined and adopted from time to time by the Board of DirectorsBoard. In its performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the CharterArticles of Incorporation, the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shallAdvisor, either directly or by engaging an Affiliated or non-Affiliated Personindirectly, shall, among other duties: (a) serve as the CorporationCompany’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Corporation’s assets and investment policiesadvisor; (b) manage exercise absolute discretion, subject to the Board’s review, in decisions to originate, acquire, retain or sell Investments; provided, that the Advisor may acquire on behalf of the Company and supervise the Offering processOperating Partnership any Investment with purchase price that is less than $15,000,000 without the prior approval of the Board (other than an Investment acquired from the Advisor, includinga Director, without limitation: the Sponsor or their Affiliates, in which case the approval of the Independent Directors will be required) if and to the extent that: (i) develop the product offeringproposed acquisition would not, including if consummated, violate or conflict with the determination of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; Company’s investment objectives; (ii) along with the Dealer Managerproposed acquisition would not, approve if consummated, violate the participating broker dealers and negotiate limitations on borrowing set forth in the related selling agreementsArticles of Incorporation; and (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated consideration proposed to be used paid for such Investment does not exceed the fair market value of such Investment, as determined by a qualified independent real estate appraiser selected in good faith by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate Advisor and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related acceptable to the organization of the Corporation, the Operating Partnership or the OfferingIndependent Directors; (c) provide the daily management for the Corporation Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Corporation operations of the Company and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Corporation’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, select and, on behalf of the Corporation Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, hereunder (including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property managers, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of the Advisor, Advisor and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, services (including but not limited to entering into contracts in the name of the Corporation Company and the Operating Partnership with any of the foregoing); (e) consult with the officers and Board of Directors of the Corporation Company and assist the Board of Directors in the formulation and implementation of the CorporationCompany’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments Investments consistent with the investment objectives and policies of the Corporation Company and in connection with any borrowings proposed to be undertaken by the Corporation and/or Company or the Operating Partnership; (f) subject to the provisions of Paragraphs 3(h) and 4 hereofSection 4, (i) present a continuing and suitable investment program to the Board that is consistent with the Company’s investment policies and objectives; (ii) locate, analyze and select potential investments, Investments; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investments acquisitions and dispositions of Investments will be made; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments Investments on behalf of the Corporation Company and the Operating Partnership in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence processCompany; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale Sale of, or otherwise deal with, investmentsInvestments; and (vi) enter into leases and service contracts for Properties Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon requestInvestments, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership with banks or lenders for loans to be made to the Corporation and the Operating Partnershipincluding, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Corporation and the Operating Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Corporation or the Operating Partnership; (j) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Corporation and/or the Operating Partnership in Assets; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts Real Estate-Related Loans, servicing; (vii) actively oversee and manage Investments for purposes of interest involving meeting the Advisor or any Company’s investment objectives and reviewing and analyzing financial information for each of its affiliates; (l) provide the Corporation Investments and the Operating Partnership with all necessary cash management servicesoverall portfolio; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain on behalf of the Corporation copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board; (o) notify and obtain the approval of the Corporation’s investment committee for all non-affiliated transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completed; (p) notify and obtain the approval of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completed; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or other interests in Real Properties as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to present Subject to the Corporation terms of the Charter and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Corporation as determined and adopted from time to time supervision and/or prior approval (if required by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, Bylaws or this Agreement) of the Bylaws and the Operating Partnership Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviserBoard, the Advisor shallAdvisor, either directly or by engaging an Affiliated or non-Affiliated Personat its own cost and expense, unless otherwise set forth herein, on behalf of the Company, shall use its best efforts to: (a) 2.1 serve as the Corporation’s and the Operating Partnership’s Company's investment and financial advisor and consultant in connection with policy and investment decisions to be made by the Board, furnish reports to the Board, and provide research and research, economic and statistical data in connection with the Corporation’s assets Properties and investment policiesother Company investments; (b) manage and supervise 2.2 administer the Offering process, including, without limitation: (i) develop the product offering, including the determination day-to-day operations of the specific terms of the Securities to be offered by the Corporation, prepare all offering and related documents, and obtain all required regulatory approvals; (ii) along with the Dealer Manager, approve the participating broker dealers and negotiate the related selling agreements; (iii) coordinate the due diligence process for participating broker dealers and their review of any Prospectus and other Offering and Corporation documents; (iv) assist in the preparation and approval of all marketing materials contemplated to be used by the Dealer Manager or others in the Offering of the Corporation’s Securities; (v) along with the Dealer Manager, negotiate and coordinate with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; and (vi) manage and supervise all other services related to the organization of the Corporation, the Operating Partnership or the Offering; (c) provide the daily management for the Corporation and the Operating Partnership Company and perform and or supervise the various administrative functions reasonably necessary for the management of the Corporation Company; 2.3 investigate and the Operating Partnership, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental recommend to the Corporation’s business Company and operations; (ii) maintain accounting data and any other information requested concerning with the activities prior approval of the Corporation and the Operating Partnership as shall be required to prepare and to file all periodic financial reports with the Securities and Exchange Commission and any other regulatory agencyBoard, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the quarterly dividend process and payments to Stockholders; (v) consult with and assist the Board of Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Directors with updates related to the overall regulatory environment affecting the Corporation and the Operating Partnership, as well as managing compliance with such matters; (vii) consult with the Board of Directors with respect to the corporate governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Corporation and the Operating Partnership to comply with applicable law, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ix) manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Stockholder support and service; (d) investigate, select, and, on behalf of the Corporation and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodiansdepositories, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and other mortgage and investment participants, any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons persons acting in any other capacity deemed by the Advisor Board necessary or desirable for the performance of any of the foregoing services; provided that any fees, costs and expenses payable to third parties (including but not limited to entering into contracts in the name Affiliates of the Corporation and Advisor) incurred by the Operating Partnership with any of the foregoing; (e) consult with the officers and Board of Directors of the Corporation and assist the Board of Directors in the formulation and implementation of the Corporation’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Corporation and Advisor in connection with the foregoing shall be the sole responsibility of the Company; 2.4 act as attorney-in-fact or agent in disbursing and collecting funds of the Company, in paying the debts and fulfilling the obligations of the Company and, with specific approval of the Board, in acquiring, disposing of and refinancing Properties and other investments and handling, prosecuting and settling any borrowings proposed claims of the Company, including the foreclosure or other enforcement of any mortgage or other lien securing investments, and exercise its own discretion in doing so; provided that any fees and costs payable to be undertaken third parties (including Affiliates of the Advisor) incurred by the Corporation and/or Advisor in connection with the Operating Partnershipforegoing shall be the sole responsibility of the Company; (f) subject to 2.5 advise the provisions of Paragraphs 3(h) and 4 hereof, (i) locate, analyze and select potential investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made; (iii) make investments on behalf of the Corporation and the Operating Partnership Company in compliance with the investment objectives and policies of the Corporation; (iv) oversee the due diligence process; (v) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, investments; and (vi) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (g) upon request, provide the Board of Directors with periodic reports regarding prospective investments; (h) make investments in and Dispositions of Assets within the discretionary limits and authority as granted by the Board; (i) negotiate on behalf of the Corporation and the Operating Partnership its negotiations with banks or other lenders for loans to be made to the Corporation and the Operating PartnershipCompany, and negotiate on behalf of the Corporation and the Operating Partnership with investment banking firms and broker-dealers for the public or negotiate private sales of Shares and Securities the securities of the Company or obtain for loans for the Corporation and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; , and provided, further, that any fees fees, costs and costs expenses payable to third parties incurred by (including Affiliates of the Advisor Advisor) in connection with the foregoing shall be the sole responsibility of the Corporation or the Operating PartnershipCompany; (j) 2.6 advise the Company on investment and reinvestment of money of the Company; 2.7 obtain appraisal reports (which may but are not required to be prepared by the Advisor or its Affiliates)) on any Property in which the Company proposes to make an investment; provided, where appropriatehowever, concerning the value of investments that any fees, costs or contemplated investments expenses payable to third parties (including Affiliates of the Corporation and/or Advisor) in connection with the Operating Partnership in Assetsforegoing shall be the sole responsibility of the Company; (k) from time to time, or 2.8 at any time reasonably requested by the Board of Directors, (but not more than monthly) make reports to the Board of Directors of its performance of services to the Corporation and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesBoard; (l) provide the Corporation and the Operating Partnership with all necessary cash management services; (m) do all things necessary to assure its ability to render the services described in this Agreement; (n) deliver to or maintain 2.9 communicate on behalf of the Corporation copies Company with the Shareholders of all appraisals obtained the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties, including the Securities and Exchange Commission and the National Association of Securities Dealers, Inc., and to maintain effective relations with Shareholders; 2.10 counsel the Company in connection with the investments in Real Properties and all valuations of other Assets as may be required policy decisions to be obtained made by the Board; (o) notify 2.11 provide the executive and obtain administrative personnel, office space and services required in rendering the approval foregoing services to the Company; 2.12 consult with the Board and the officers of the Corporation’s investment committee for all non-affiliated transactions that have Company and furnish them with advice and recommendations with respect to the acquisition, disposition or financing of Properties or commitments therefor, or other investments of, or investments to be considered by, the Company, and furnish advice and recommendations with respect to other aspects of the business and affairs of the Company, including maintaining its status as a Contract Purchase Price, Total Project Cost or Contract Sales Price of $30 million or less before such transactions are completedREIT; (p) notify 2.13 present to the Company investment opportunities that are within the investment objectives and obtain the approval policies of the Board for all proposed transactions that have a Contract Purchase Price, Total Project Cost or Contract Sales Price of more than $30 million before such transactions are completed; (q) notify and obtain the approval of a majority of the Board of Directors (including a majority of the Independent Directors) for all affiliated transactions before such transactions are completedCompany; and (r) effect any private placement of OP Units, tenancy-in-common, Delaware statutory trust, or 2.14 perform such other interests in Real Properties services as may be approved by required from time to time for management and other activities relating to the Board. Notwithstanding the foregoing, the Advisor may delegate any or all assets of the foregoing duties to any Person so long Company as the Advisor shall deem appropriate under the particular circumstances or any Affiliate remains responsible for as the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Corporation if all or substantially all of such duties are delegated to a Person that is not an AffiliateCompany may reasonably request.