If the Advisor or any of its Affiliates provide a substantial amount of services, and based on the services, as determined by the Independent Directors, in connection with a Sale (except for the Sale of any Securities that are traded on a national securities exchange), the Advisor or such Affiliate shall receive a Disposition Fee in an amount of 1.0% of the Contract Sales Price of each Loan, Security (including mortgage-backed securities or collateralized debt obligations issued by a subsidiary of the Company as part of a securitization transaction) or Property sold.

Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or other liquidity events; and

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from [[Organization A:Organization]] of the occurrence of any event of the kind described in [Section 3(d)(iii) through (vi)], such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by [[Organization A:Organization]] that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. [[Organization A:Organization]] will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. [[Organization A:Organization]] agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

Securities. The securities issuable hereunder (“Securities”) are being acquired for his own account and not as nominee for any other party, for investment purposes and not with a view to any resale or distribution thereof.

Profit Sharing Account – Forfeitures from profit sharing accounts shall be reallocated among the eligible active participants at the end of the plan year in which such forfeitures occur in accordance with the allocation procedures set forth in Section 3.2.

Each selling Holder will be deemed to have agreed that, upon receipt of any notice from the Company of the occurrence of any event of the type described in Sections 5.1(d)(ii), 5.1(d)(iii), 5.1(d)(iv), 5.1(d)(v) or 5.1(d)(vi) hereof, such Holder will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 5.1(g) hereof or until it is advised by the Company that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. The Company shall be required to provide to the Holders copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 5.1(g) hereof or to take such actions as are necessary so as to enable the Company to advise Holders that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and to provide to Holders copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus within thirty (30) calendar days of the date on which it provides notice to Holders of any event of the type described in Sections 5.1(d)(ii), 5.1(d)(iii), 5.1(d)(iv), 5.1(d)(v) or 5.1(d)(vi) hereof.

Disposition of Assets None of the Borrowers shall, nor shall suffer or permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except:

Restricted Securities. The Purchaser understands that the Shares being purchased are characterized as “restricted securities” under the U.S. securities laws and that the Shares may be resold without registration only in certain limited circumstances, and that the Shares when issued to the Purchaser will bear the restricted legend restricting transfer. The Purchaser is experienced in purchasing securities that are not readily transferable.

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.