The term of the Dealer Manager Agreement expires on the date upon which the Second Offering terminates; however, either party may terminate the Dealer Manager Agreement without cause or penalty upon providing 60 days' written notice. The material terms of the Dealer Manager Agreement are substantially similar to the Registrant's dealer manager agreement for its initial public offering of securities. Pursuant to the Dealer Manager Agreement, the Dealer Manager will offer the shares on a "best efforts" basis and the Dealer Manager will receive sales commissions of 7% of the gross offering proceeds for shares sold in the primary offering and a dealer manager fee of 3% of the gross offering proceeds for shares sold in the primary offering, except for shares sold under the Registrant's distribution reinvestment plan, for which there will be no dealer manager fee. The dealer manager fee will serve as compensation for the Dealer Manager's services managing and coordinating the offering, working with participating broker-dealers and providing sales and marketing assistance. The Registrant may also reimburse the Dealer Manager for bona fide accountable due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses will be considered underwriting compensation which, when aggregated with all other non-accountable expenses, may not exceed 3% of gross offering proceeds. In no circumstances will the total underwriting compensation paid to the Dealer Manager exceed 10% of the Registrant's gross offering proceeds, in the aggregate. The Registrant will indemnify the participating broker-dealers and the Dealer Manager against certain civil liabilities, including liabilities arising from breaches of the Registrant's representations and warranties contained in the participating dealer agreement, attached as an exhibit to the Dealer Manager Agreement. The Dealer Manager and the participating broker-dealers have corresponding obligations to indemnify the Registrant for certain civil liabilities.

10.1        Dealer Manager Agreement for Second Offering