Exhibit 10.1


 


SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
(2021)


 


among


 


BLACK CREEK DIVERSIFIED PROPERTY FUND INC.,


 


BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP
LP


 


and


 


ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC


 












    


     


    

 


TABLE OF CONTENTS


 


	1.	DEFINITIONS	2
	 	 	 
	2.	APPOINTMENT	10
	 	 	 
	3.	DUTIES OF THE ADVISOR	10
	 	 	 
	4.	AUTHORITY OF ADVISOR	15
	 	 	 
	5.	BANK ACCOUNTS	16
	 	 	 
	6.	RECORDS; ACCESS	16
	 	 	 
	7.	LIMITATIONS ON ACTIVITIES	16
	 	 	 
	8.	RELATIONSHIP WITH DIRECTORS	17
	 	 	 
	9.	FEES	17
	 	 	 
	10.	EXPENSES	21
	 	 	 
	11.	OTHER SERVICES	23
	 	 	 
	12.	REIMBURSEMENT TO THE ADVISOR	24
	 	 	 
	13.	OTHER ACTIVITIES OF THE ADVISOR.	24
	 	 	 
	14.	TERM; TERMINATION OF AGREEMENT	25
	 	 	 
	15.	TERMINATION BY THE PARTIES	25
	 	 	 
	16.	ASSIGNMENT	25
	 	 	 
	17.	PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION	26
	 	 	 
	18.	INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP	26
	 	 	 
	19.	INDEMNIFICATION BY ADVISOR	28
	 	 	 
	20.	NOTICES	28
	 	 	 
	21.	MODIFICATION	29
	 	 	 
	22.	SEVERABILITY	29
	 	 	 
	23.	CONSTRUCTION	29



 






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	24.	ENTIRE AGREEMENT	29
	 	 	 
	25.	INDULGENCES, NOT WAIVERS	29
	 	 	 
	26.	GENDER	29
	 	 	 
	27.	TITLES NOT TO AFFECT INTERPRETATION	29
	 	 	 
	28.	EXECUTION IN COUNTERPARTS	29
	 	 	 
	29.	INITIAL INVESTMENT	29



 






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SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
(2021)


 


THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
(2021) (this “Agreement”), dated and effective as of July 1, 2021, is among Black Creek Diversified Property Fund
Inc., a Maryland corporation (the “Company”), Black Creek Diversified Property Operating Partnership LP, a Delaware
limited partnership (the “Operating Partnership”), and ARES Commercial Real Estate Management LLC, a Delaware limited
liability company (the “Advisor”).


 


W I T N E S S E T H


 


WHEREAS, the Company has qualified as a REIT (as
defined below), and invests its funds in investments permitted by the terms of Sections 856 through 860 of the Code (as defined below);


 


WHEREAS, the Company is the general partner of
the Operating Partnership and conducts all its business and makes all investments in Real Properties, Real Estate Related Securities,
and Debt Investments through the Operating Partnership;


 


WHEREAS, the Company and the Operating Partnership
desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to
have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision, of the
Board of Directors of the Company all as provided herein;


 


WHEREAS, the Advisor is willing to undertake to
render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth;


 


WHEREAS, the Company, the Operating Partnership
and Black Creek Diversified Property Advisors LLC, a Delaware limited liability company (the “Former Advisor”) entered
into that certain Amended and Restated Advisory Agreement (2020), dated as of May 1, 2021 (the “Prior Agreement”);


 


WHEREAS, on July 1, 2021, the Former Advisor
assigned its rights and obligations under the Prior Agreement to the Advisor, and the Advisor assumed them (the “Assignment”);
and


 


WHEREAS, the parties hereto now wish to amend and
restated the Prior Agreement in its entirety hereby to reflect the Assignment and other amendments.


 






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NOW, THEREFORE, in consideration of the foregoing
and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


		1.	DEFINITIONS.
                                            As used in this Agreement, the following terms have the definitions hereinafter indicated:



 


Acquisition
Expenses. Any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor,
or any of their Affiliates in connection with the selection, acquisition or development of any Real Property, Real Estate Related Security
or Debt Investment, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses,
costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums,
and the costs of performing due diligence.


 


Acquisition
Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including
any fees or commissions paid by or to any Affiliate of the Company, the Operating Partnership or the Advisor) in connection with making
or investing in Debt Investments or the purchase, development or construction of a Real Property, including real estate commissions, selection
fees, development fees, construction fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded
shall be development fees and construction fees paid to any Person not affiliated with the Sponsor in connection with the actual development
and construction of a project.


 


Advisor.
Ares Commercial Real Estate Management LLC, a Delaware limited liability company, any successor advisor to the Company, the Operating
Partnership or any person or entity to which Ares Commercial Real Estate Management LLC or any successor advisor subcontracts substantially
all of its functions. Notwithstanding the forgoing, a Person hired or retained by Ares Commercial Real Estate Management LLC to perform
property and securities management and related services for the Company or the Operating Partnership that is not hired or retained to
perform substantially all of the functions of Ares Commercial Real Estate Management LLC with respect to the Company or the Operating
Partnership as a whole shall not be deemed to be an Advisor.


 


Advisory
Fee. The fee payable to the Advisor pursuant to Section 9(b).


 


Affiliate
or Affiliated. With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with
the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten
percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power
to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such
other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity
for which such Person acts as an executive officer, director, trustee or general partner.


 


Annual
Total Return Amount. The overall investment return, expressed as a dollar amount per OP Unit, which shall be equal to the sum
of (1) the Weighted-Average Distributions per OP Unit over the applicable period, and (2) the Ending VPU, adjusted to remove
the negative impact on the overall investment return from the payment or the obligation to pay, or distribute, as applicable, the Performance
Component and Class-Specific Fees, less the Beginning VPU.


 


Articles
of Incorporation. The Articles of Incorporation of the Company, as amended from time to time.


 






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Average
Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company invested, directly
or indirectly, in Real Estate Related Securities, Debt Investments and Real Properties, before deducting depreciation, bad debts or other
non-cash reserves, computed by taking the average of such values at the end of each month during such period.


 


Beginning
VPU. The VPU determined as of the end of the most recent month prior to the commencement of the applicable period.


 


Board
of Directors or Board. The persons holding such office, as of any particular time, under the Articles of Incorporation of the
Company, whether they be the Directors named therein or additional or successor Directors.


 


Bylaws.
The bylaws of the Company, as the same are in effect from time to time.


 


Cause.
With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary
duty by the Advisor, or an uncured material breach of this Agreement by the Advisor.


 


Class E
Unit. An OP Unit entitling the holder thereof to the rights of a holder of Class E Units as provided in the Operating
Partnership Agreement.


 


Class-Specific
Fees. Any Distribution Fee expenses accrued or allocated directly or indirectly to a particular class of OP Units or Shares.


 


Code.
Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code
shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted
by any applicable regulations as in effect from time to time.


 


Commercial
Real Property. A Real Property other than a Multifamily Real Property.


 


Company.
Company shall have the meaning set forth in the preamble of this Agreement.


 


Company
Property. Any and all property, real, personal or otherwise, tangible or intangible, which is transferred or conveyed to the
Company (including all rents, income, profits and gains therefrom), and which is owned or held by, or for the account of, the Company.


 


Debt
Investments. The debt related investments, or such investments the Board of Directors and the Advisor mutually designate as
debt related investments, which are owned from time to time by the Company or the Operating Partnership; such debt related investments
include, but are not limited to, mortgage loans, B-notes, mezzanine debt, participating debt (including with equity-like features), non-traded
preferred equity, convertible debt, hybrid instruments, equity instruments and other related investments.


 


Director.
A member of the Board of Directors of the Company.


 






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Disposition
Expenses. Any and all expenses incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates
in connection with the disposition of any Real Property, Real Estate Related Security or Debt Investment, whether or not finally sold,
including, without limitation, legal fees and expenses, travel and communications expenses and accounting fees and expenses.


 


Distribution
Fees. Any ongoing distribution fees, dealer manager fees or similar fees (as distinguished from up-front or one-time selling
commissions and dealer manager fees) payable pursuant to the then-current dealer manager agreement between the Company and Black Creek
Capital Markets, LLC.


 


Distributions.
Any distributions of money or other property by the Company to owners of Shares, including distributions that may constitute a return
of capital for federal income tax purposes.


 


DST
Properties. Real properties that meet the following criteria: (i) tenancy-in-common or Delaware statutory trust beneficial
interests in such properties have been sold by the Company or any Affiliate to third party investors and (ii) such properties are
being leased by the Company or any Affiliate from the tenancy-in-common or Delaware statutory trust third party investors.


 


DST
Property Consideration. The consideration received by the Company or any Affiliate for selling tenancy-in-common or Delaware
statutory trust beneficial interests in DST Properties to third party investors, net of DST Up Front Fees.


 


DST
Up Front Fees. Up front fees and expense reimbursements payable out of gross sale proceeds from the sale of tenancy-in-common
or Delaware statutory trust beneficial interests in DST Properties, including but not limited to sales commissions, dealer manager fees
and non-accountable expense allowances.


 


Ending
VPU. The VPU as of the end of the last month in the applicable period.


 


Equity
Shares. Transferable shares of beneficial interest of the Company of any class or series, including common shares or preferred
shares.


 


Excess
Amount. Excess Amount has the meaning set forth in Section 12.


 


Expense
Year. Expense Year has the meaning set forth in Section 12.


 


Fixed
Component. The non-variable component of the Advisory Fee as described in Section 9.


 


GAAP.
Generally accepted accounting principles as in effect in the United States of America from time to time.


 


Good
Reason. With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any
successor to the Company and/or the Operating Partnership to assume and agree to perform the Company's and/or the Operating Partnership's
obligations under this Agreement; or (ii) any uncured material breach of this Agreement of any nature whatsoever by the Company and/or
the Operating Partnership.


 






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Gross
Proceeds. The aggregate purchase price of all Shares sold for the account of the Company through all Offerings, without deduction
for Organizational and Offering Expenses.


 


Hurdle
Amount. For the applicable period, an amount that when annualized would equal 5.0% of the Beginning VPU.


 


Independent
Director. Independent Director shall have the meaning set forth in the Articles of Incorporation.


 


Independent
Expert. A person or entity with no material current or prior business or personal relationship with the Advisor or the Directors
and who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the
Company.


 


Independent
Valuation Advisor. A firm that is (i) engaged to a substantial degree in the business of conducting valuations on commercial
real estate properties, (ii) not affiliated with the Advisor and (iii) engaged by the Company with the approval of the Board
to appraise the Real Properties or other assets or liabilities pursuant to the Valuation Procedures.


 


Joint
Ventures. The joint venture or partnership arrangements (other than with Black Creek Diversified Property Operating Partnership
LP) in which the Company or any of its subsidiaries is a co-venturer or general partner which are established to acquire Real Properties.


 


Listing.
The listing of the Shares on a national securities exchange or the receipt by the Company's stockholders of securities that are listed
on a national securities exchange in exchange for the Company's common stock. Upon such Listing, the Shares shall be deemed Listed.


 


Loss
Carryforward Amount. Loss Carryforward Amount equaled zero as of September 1, 2017 and cumulatively increases from then
by the absolute value of any negative Annual Total Return Amount and decrease by any positive Annual Total Return Amount, provided that
the Loss Carryforward Amount shall at no time be less than zero. The effect of the Loss Carryforward Amount is that the recoupment of
past Annual Total Return Amount losses will offset the positive Annual Total Return Amount for purposes of the calculation of the Performance
Component.


 


Multifamily
Real Property. A property that primarily includes residential apartment units for rent. Such properties may include commercial
spaces and tenants. However, the majority of the revenue generated by the property is derived from residential rental income.


 


NASAA
REIT Guidelines. The Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities
Administrators Association on May 7, 2007, as may be amended from time to time.


 


NAV.
Net asset value, calculated pursuant to the Valuation Procedures.


 






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NAV
Calculations. The calculations used to determine the NAV of the Company, the Shares, the Operating Partnership and the OP Units,
all as provided in the Valuation Procedures.


 


Net
Income. For any period, the Company's total revenues applicable to such period, less the total expenses applicable to such
period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the
sale of the Company's assets.


 


Offering.
A public offering of Shares pursuant to a Prospectus.


 


Operating
Partnership. Operating Partnership has the meaning set forth in the preamble of this Agreement.


 


Operating
Partnership Agreement. The Operating Partnership’s limited partnership agreement among the Company, as general partner,
and the limited partners thereto.


 


Operating
Partnership NAV. The NAV of the Operating Partnership, calculated pursuant to the Valuation Procedures.


 


OP
Unit. A unit of limited partnership interest in the Operating Partnership, other than Special Partnership Units.


 


Organizational
and Offering Expenses. Any and all cumulative costs and expenses incurred by and to be paid from the assets of the Company,
including amounts reimbursable to the Advisor and its Affiliates pursuant and subject to Section 10(a)(i) hereof, in connection
with the formation, qualification and registration of all of the Company’s Offerings and the subsequent marketing and distribution
of Shares, including, without limitation, the following: total underwriting and brokerage discounts and commissions (including fees of
the underwriters' attorneys), any expense allowance granted by the Company to the underwriter (which may include a dealer manager) or
any reimbursement of expenses of the underwriter by the Company, expenses for printing, engraving, mailing and distributing costs, salaries
of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including
the costs related to investor and broker-dealer sales meetings), charges of transfer agents, registrars, trustees, escrow holders, depositories,
experts, fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state
laws, including accountants' and attorneys' fees.


 


Performance
Component. The variable component of the Advisory Fee as described in Section 9.


 


Person.
An individual, corporation, partnership, trust, joint venture, limited liability company or other entity.


 






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Private
Organizational and Offering Expenses. Any and all cumulative costs and expenses incurred by and to be paid from the assets
of the Company or any of its subsidiaries, including amounts reimbursable to the Advisor and its Affiliates pursuant and subject to Section 10(a)(ii) hereof,
in connection with the formation and qualification of any private offerings of any securities conducted by the Company or any of its subsidiaries
and the subsequent marketing and distribution of such securities, including, without limitation, the following: total underwriting and
brokerage discounts and commissions (including fees of the underwriters' attorneys), any expense allowance granted by the Company or its
subsidiaries to the underwriter (which may include a dealer manager) or any reimbursement of expenses of the underwriter by the Company
or its subsidiaries, expenses for printing, engraving, mailing and distributing costs, salaries of employees while engaged in sales activity,
telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to investor and broker-dealer
sales meetings), charges of transfer agents, registrars, trustees, escrow holders, depositories, experts, fees, expenses and taxes related
to the qualification of the sale of the securities under federal and state laws, including accountants' and attorneys' fees.


 


Product
Specialist. Persons that have specialized expertise and dedicated resources in specific areas of real property, real estate
related securities or debt investments, that perform services that the Advisor has committed to provide pursuant to Section 3 of
this Agreement or with whom the Company has entered into a product specialist agreement, and that assist the Advisor in connection with
one or more of the following: identifying, evaluating and/or recommending potential investments, performing due diligence, negotiating
purchases and/or managing the Company's assets on a day-to-day basis, as described in the Company's Prospectus.


 


Property
Accounting Services. Property Accounting Services are related to accounting for real property operations and generally acknowledged
as “property accounting” by the real estate industry. Such services generally include maintaining the books and records of
the property in accordance with GAAP and company policies, procedures, and internal controls, in a timely manner, and the processing of
property-related cash receipts and disbursements. Examples of such property accounting services include, but are not limited to, lease
administration, monthly tenant billing and collections, rental revenue accounting, accounting for doubtful accounts, preparing rental
expense recovery estimates and reconciliations, recording rental expenses, processing rental expense invoices and tenant reimbursement
payments, accounting and budgeting for capital improvement projects, preparing and reviewing operating budgets, assisting in reporting
and cash management for loan compliance purposes, and preparing account reconciliations and operating reports. Property accounting services
do not include corporate-level accounting services that include, but are not limited to, consolidation, accounting and reporting analysis,
and quality control reviews of accounting and reporting of third-party property accountants to ensure the accuracy, timeliness, and consistency
of property accounting results.


 


Prospectus.
 “Prospectus” has the meaning set forth in Section 2(10) of the Securities Act, including a preliminary Prospectus,
an offering circular as described in Rule 256 of the General Rules and Regulations under the Securities Act or, in the case
of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling securities to the public.


 


Real
Estate Related Securities. The real estate related securities investments, or such investments the Board of Directors and the
Advisor mutually designate as Real Estate Related Securities to the extent such investments could be classified as either Real Estate
Related Securities or Real Property, which are owned from time to time by the Company or the Operating Partnership.


 






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Real
Property. (i) Land, including the buildings located thereon, or (ii) land only, or (iii) the buildings only,
which are owned from time to time by the Company or the Operating Partnership, either directly or through subsidiaries, joint venture
arrangements or other partnerships, or (iv) such investments the Board of Directors and the Advisor mutually designate as Real Property
to the extent such investments could be classified as either Real Property, Real Estate Related Securities, or Debt Investments. DST Properties
shall also be deemed Real Property for the purposes of this definition.


 


REIT.
A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended.


 


Sale
or Sales. Any transaction or series of transactions whereby: (A) the Company or the Operating Partnership directly or indirectly
(except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any
Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with
respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company
or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in
any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture directly or indirectly (except as described in other
subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers,
conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property
which gives rise to insurance claims or condemnation awards; or (D) the Company or the Operating Partnership directly or indirectly
(except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any mortgage or portion
thereof (including with respect to any mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest
payments) of amounts owed pursuant to such mortgage and any event which gives rise to a significant amount of insurance proceeds or similar
awards; or (E) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this
definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition
or any portion thereof.


 


Securities.
Any Equity Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds,
debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim
certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.


 


Securities
Act. The Securities Act of 1933, as amended.


 


Shares.
The shares of all classes of the common stock of the Company.


 


Special
OP Unitholders. The holders of Special Partnership Units (as defined in the Operating Partnership Agreement) in the Operating
Partnership.


 






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Special
Partnership Units. Units of limited partnership interest in the Operating Partnership designated as Special Partnership Units
in the in the Operating Partnership Agreement.


 


Sponsor.
Any Person which (i) is directly or indirectly instrumental in organizing, wholly or in part, the Company, (ii) will control,
manage or participate in the management of the Company, and any Affiliate of any such Person, (iii) takes the initiative, directly
or indirectly, in founding or organizing the Company, either alone or in conjunction with one or more other Persons, (iv) receives
a material participation in the Company in connection with the founding or organizing of the business of the Company, in consideration
of services or property, or both services and property, (v) has a substantial number of relationships and contacts with the Company,
(vi) possesses significant rights to control Real Properties, (vii) receives fees for providing services to the Company which
are paid on a basis that is not customary in the industry, or (viii) provides goods or services to the Company on a basis which was
not negotiated at arm's-length with the Company. “Sponsor” does not include wholly independent third parties such as attorneys,
accountants and underwriters whose only compensation is for professional services.


 


Stockholders.
The registered holders of the Company's Shares.


 


Termination
Date. The date of termination of this Agreement, including by non-renewal.


 


Termination
Event. The termination or nonrenewal of this Agreement (i) in connection with a merger, sale of assets or transaction
involving the Company pursuant to which a majority of the Directors then in office are replaced or removed, (ii) by the Advisor for
Good Reason or (iii) by the Company and the Operating Partnership other than for Cause.


 


Total
Operating Expenses. All costs and expenses paid or incurred by the Company, as determined under GAAP, that are in any way related
to the operation of the Company or to corporate business, including the Advisory Fee, but excluding (i) the expenses of raising capital
such as Organizational and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees,
printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing, (ii) interest
payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive
fees paid in compliance with the NASAA REIT Guidelines; (vi) Acquisition Fees and Acquisition Expenses, (vii) real estate commissions
on the Sale of Real Property, and (viii) other fees and expenses connected with the acquisition, disposition, management and ownership
of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance,
repair, and improvement of property). The definition of “Total Operating Expenses” set forth above is intended to encompass
only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding
the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under the NASAA REIT Guidelines
shall not be treated as part of Total Operating Expenses for purposes hereof.


 


2%/25%
Guidelines. For any year in which the Company qualifies as a REIT, the requirement pursuant to the NASAA REIT Guidelines that,
in any period of four consecutive fiscal quarters, Total Operating Expenses not exceed the greater of 2% of the Company's Average Invested
Assets during such 12-month period or 25% of the Company's Net Income over the same 12-month period.


 









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Unitholders.
The holders of OP Units.


 


Valuation
Procedures. The valuation procedures adopted by the Board, as amended from time to time.


 


VPU.
Average value per unit, which on any given date shall be equal to (i) the Operating Partnership NAV on such date, divided by (ii) the
aggregate number of OP Units of all classes outstanding on such date.


 


Weighted-Average
Distributions per OP Unit. For a particular period of time, an amount equal to the ratio of (i) the aggregate distributions
paid or accrued in respect of all OP Units during the applicable period, divided by (ii) the weighted-average number of OP Units
of all classes outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis.


 


		2.	APPOINTMENT.
                                            The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor
                                            on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such
                                            appointment.



 


		3.	DUTIES
                                            OF THE ADVISOR. The Advisor undertakes to provide a continuing and suitable investment program
                                            consistent with the investment objectives and policies of the Company as determined and adopted
                                            from time to time by the Directors. The Advisor is registered as an investment adviser under
                                            the Advisers Act of 1940 (the “Advisers Act”) and undertakes to perform its duties
                                            consistent with applicable law. In performance of these undertakings, subject to the supervision
                                            of the Directors and consistent with the provisions of the Articles of Incorporation and
                                            Bylaws and the Operating Partnership Agreement, the Advisor shall, either directly or by
                                            engaging an Affiliated or non-Affiliated Person:



 


		(a)	Fee-related Services.



 


		(i)	Asset Management Services. The following services shall be provided by the Advisor or one of its Affiliates in consideration
of the fees described in Section 9(b) of this Agreement, subject to reimbursement for expenses as provided in Section 9(a),
Section 10 and Section 12, or as otherwise provided under this Agreement:



 


		(1)	participate in formulating an investment strategy and asset allocation framework consistent with achieving our investment objectives;



 


		(2)	monitor the operating performance of the investments of the Company and/or the Operating Partnership;



 






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		(3)	oversee the leasing activities of the Company’s portfolio including but not limited to negotiations with prospective and existing
tenants and leasing arrangements with Affiliated and non-Affiliated leasing brokers;



 


		(4)	oversee Affiliated and non-Affiliated property managers who perform property management services for the Company or the Operating
Partnership; and



 


		(5)	oversee and negotiate service contracts for the Company’s Real Properties.



 


		(b)	Non Fee-Related Services. The following services shall be provided by the Advisor or one of its Affiliates without consideration
in the form of a separate fee, subject to reimbursement for expenses as provided in Section 10 and Section 12, or as otherwise
provided under this Agreement:



 


		(i)	Organizational and Offering Services.



 


		(1)	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 (including the Sarbanes-Oxley 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 reports
and documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as amended; provided, however,
that in all filings made under federal and state securities laws, the statements therein shall be made by solely the Company and not by
the Advisor or any of its other Affiliates; and



 


		(2)	assist the Company in complying with all federal, state and local regulatory requirements applicable to the Company and its subsidiaries
in respect of any private placements of any securities, including but not limited to tenancy-in-common or Delaware statutory trust beneficial
interests in DST Properties, including preparing or causing to be prepared private placement memoranda and all supplements thereto; provided,
however, that in all private placement memoranda, supplements thereto and any other offering materials, the statements therein
shall be made by solely the Company and not by the Advisor or any of its other Affiliates.



 


		(ii)	Acquisition and Disposition Services.



 


		(1)	present to the Company and the Operating Partnership potential investment opportunities;



 






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		(2)	serve as the Company's and the Operating Partnership's investment and financial advisor and, as reasonably appropriate under the circumstances,
provide research and economic and statistical data in connection with the Company's assets and investment policies;



 


		(3)	subject to any required Board or Board committee approval, (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) oversee and coordinate the
making of investments by the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company;
and (iv) arrange, oversee and coordinate the financing and refinancing and the making of other changes in the asset or capital structure
of investments;



 


		(4)	perform due diligence on prospective investments;



 


		(5)	upon request provide the Directors with periodic reports regarding prospective investments;



 


		(6)	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 Real Properties;



 


		(7)	oversee and coordinate the making of investments in Real Estate Related Securities or Debt Investments within the discretionary limits
and authority as granted by the Board, or if no such discretionary limits have been established, with the prior approval of the Board,
any particular Directors specified by the Board or any committee of the Board, as the case may be;



 


		(8)	oversee and coordinate the disposition of Real Properties, Real Estate Related Securities or Debt Investments within the discretionary
limits and authority as granted by the Board, or if no such discretionary limits have been established, with the prior approval of the
Board, any particular Directors specified by the Board or any committee of the Board, as the case may be; and



 


		(9)	negotiate with and engage selling brokers as necessary to dispose of Real Properties.



 


		(iii)	Financing Services.



 


		(1)	consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's
borrowing policies, and, as necessary, furnish the Directors with advice and recommendations with respect to any borrowings proposed to
be undertaken by the Company and/or the Operating Partnership; and



 






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		(2)	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 and other Securities or 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 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.



 


		(iv)	Accounting and Administrative Services.



 


		(1)	provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions
reasonably necessary for the management of the Company and the Operating Partnership, unless expressly provided for elsewhere in this
Agreement;



 


		(2)	provide the Company and the Operating Partnership with, or arrange for the provision to the Company and the Operating Partnership
of, all necessary cash management services;



 


		(3)	consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage
based upon risk management determinations;



 


		(4)	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;



 


		(5)	supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; and



 


		(6)	deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Real Properties
and all valuations of Real Estate Related Securities or Debt Investments as may be required to be obtained by the Board;



 


		(7)	in consultation with legal counsel, advise the Company regarding the maintenance of the Company’s exemption from the Investment
Company Act of 1940, as amended, and monitor compliance with the requirements for maintaining an exemption from such act;



 






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		(8)	in consultation with legal counsel and other tax advisers, 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;



 


		(9)	in consultation with legal counsel and other tax advisers, take all necessary actions to enable the Company and the 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 Code; and



 


		(10)	oversee 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 limitations
or parameters as may be imposed from time to time by the Board.



 


		(v)	Stockholder Services.



 


		(1)	in consultation with legal counsel, 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 securities as required to satisfy the reporting and other requirements
of any regulatory bodies or agencies and to maintain effective relations with such holders; and



 


		(2)	oversee the performance of the transfer agent and registrar.



 


		(vi)	Property Accounting Services.



 


		(1)	provide Property Accounting Services with respect to Commercial Real Properties owned by the Company.



 


		(vii)	Other Services.



 


		(1)	oversee the development, construction and improvement, including tenant improvements, of Real Properties (including DST Properties)
by third parties on behalf of the Company;



 


		(2)	oversee and monitor third-party engineers, facility managers and property managers with regard to the effective building operations
and maintenance of our Real Properties (including DST Properties);



 






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		(3)	oversee and coordinate the making of any private placement of OP Units, tenancy-in-common or other interests in Real Properties as
may be approved by the Board;



 


		(4)	provide internal legal services, either directly to the Company or as oversight of the Company’s outside counsel, which internal
legal services shall be deemed separate and not included in any of the services set forth in Section 3(a) above;



 


		(5)	investigate, select, and, on behalf of the Company and the Operating Partnership, oversee and coordinate the engagement of and business
with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (whether for a fee or not), 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 Company and the Operating Partnership with any of the foregoing;



 


		(6)	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; and



 


		(7)	do all other things reasonably necessary to assure its ability to render the services described in this Agreement.



 


Notwithstanding the foregoing, the Advisor may delegate
any 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 Section 3.


 


		4.	AUTHORITY
                                            OF ADVISOR.



 


		(a)	Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject
to the continuing and exclusive authority of the Directors over the management of the Company, the Directors hereby delegate to the Advisor
the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments,
instruments or other documents and to do any and all things that, in the judgment of the Advisor, may be necessary or advisable in connection
with the Advisor’s duties described in Section 3.



 






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		(b)	Notwithstanding the foregoing, any investment in Real Properties, including any acquisition of Real Property by the Company or the
Operating Partnership (including any financing of such acquisition), will require the prior approval of the Board, any particular Directors
specified by the Board or any committee of the Board, as the case may be.



 


		(c)	If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents
and other information required by them to properly evaluate the proposed transaction.



 


The prior approval of a majority of the Independent Directors
not otherwise interested in the transaction and a majority of the Directors not otherwise interested in the transaction will be required
for each transaction to which the Advisor or its Affiliates is a party. The Directors may, at any time upon the giving of written notice
to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Directors so modify or revoke
the authority contained herein, the Advisor shall henceforth submit to the Directors for prior approval such proposed transactions involving
investments in Real Property, Real Estate Related Securities, or Debt Investments as thereafter require prior approval, provided however,
that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions
to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.


 


		5.	BANK
                                            ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of
                                            the Company and the Operating Partnership and may collect and deposit into any such account
                                            or accounts, and disburse from any such account or accounts, any money on behalf of the Company
                                            and/or the Operating Partnership, under such terms and conditions as the Directors may approve,
                                            provided that no funds shall be commingled with the funds of the Advisor; and the Advisor
                                            shall from time to time render appropriate accountings of such collections and payments to
                                            the Directors and to the auditors of the Company.



 


		6.	RECORDS;
                                            ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and
                                            make such records available for inspection by the Directors and by counsel, auditors and
                                            authorized agents of the Company, at any time or from time to time during normal business
                                            hours. The Advisor shall at all reasonable times have access to the books and records of
                                            the Company and the Operating Partnership.



 


		7.	LIMITATIONS
                                            ON ACTIVITIES. Anything else in this Agreement to the contrary notwithstanding, the Advisor
                                            shall refrain from taking any action which, in its sole judgment made in good faith, would
                                            (a) adversely affect the status of the Company as a REIT, (b) subject the Company
                                            to regulation under the Investment Company Act of 1940, as amended, or (c) violate any
                                            law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction
                                            over the Company, its Shares or its Securities, or otherwise not be permitted by the Articles
                                            of Incorporation or Bylaws of the Company, except if such action shall be ordered by the
                                            Directors, in which case the Advisor shall notify promptly the Directors of the Advisor's
                                            judgment of the potential impact of such action and shall refrain from taking such action
                                            until it receives further clarification or instructions from the Directors. In such event
                                            the Advisor shall have no liability for acting in accordance with the specific instructions
                                            of the Directors so given. Notwithstanding the foregoing, the Company shall hold harmless
                                            the Advisor, its directors, officers, employees and stockholders, and stockholders, directors
                                            and officers of the Advisor's Affiliates for any act or omission by the Advisor, its directors,
                                            officers or employees, or stockholders, directors or officers of the Advisor's Affiliates
                                            taken or omitted to be taken in the performance of their duties under this Agreement to the
                                            extent permitted under the Company’s Articles of Incorporation and under Section 18
                                            hereof.



 






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		8.	RELATIONSHIP
                                            WITH DIRECTORS. Subject to Section 7 of this Agreement and to restrictions advisable
                                            with respect to the qualification of the Company as a REIT, directors, officers and employees
                                            of the Advisor or an Affiliate of the Advisor or any corporate parents of an Affiliate, may
                                            serve as a Director and as officers of the Company, except that no director, officer or employee
                                            of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive
                                            any compensation from the Company for serving as a Director or officer other than reasonable
                                            reimbursement for travel and related expenses incurred in attending meetings of the Directors
                                            and no such Director shall be deemed an Independent Director for purposes of satisfying the
                                            Director independence requirement set forth in the Articles of Incorporation. Notwithstanding
                                            the foregoing, directors, officers and employees of the Advisor and its Affiliates that are
                                            also Directors or officers of the Company may receive compensation from the Advisor or its
                                            Affiliates for which the Advisor or its Affiliates are reimbursed by the Company pursuant
                                            to Section 10 of this Agreement.



 


		9.	FEES.



 


		(a)	The fees described in Section 9(b) are compensation for
                                            the personnel and related employment costs incurred by the Advisor or its Affiliates in performing
                                            the applicable services, including but not limited to salaries and wages, benefits and overhead
                                            of all employees involved in the performance of such services, but not for the third-party
                                            costs incurred by the Advisor or its Affiliates in connection with the performance of such
                                            services, which third-party costs shall be separately reimbursed and are not included in
                                            the services provided by the Advisor and its Affiliates.



 






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		(b)	Advisory Fee. The Advisor shall receive the Advisory Fee as compensation for asset management services rendered pursuant to
Section 3(a)(i) hereof as follows.



 


		(i)	The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to, for each month during
the term of this Agreement, 1/12th of 1.10% of the sum of (a) the product of (x) the applicable monthly Operating Partnership
NAV per OP Unit, before giving effect to any monthly accruals for the Advisory Fee, Distribution Fees or any distributions accrued in
respect of OP Units during the applicable month, and (y) the weighted average number of OP Units outstanding during the applicable
month; and (b) aggregate DST Property Consideration for all DST Properties (the “Fixed Component”); and (2) a
performance component (the “Performance Component”) that is calculated as described in Section 9(b)(ii) below.
Provided that this Agreement has not been terminated, the Performance Component shall be paid to the Special OP Unitholders as a performance
participation interest with respect to the Special Partnership Units in the form of an allocation and distribution from the Operating
Partnership pursuant to the Operating Partnership Agreement. At the election of the Special OP Unitholders, with respect to each calendar
year, all or a portion of the Performance Component shall be paid instead to the Advisor as a fee as set forth in this Paragraph 9(b).
If the Special OP Unitholders do not elect on or before the first day of a calendar year to have all or a portion of the Performance Component
paid as a fee in cash to the Advisor, then the Performance Component with respect to such calendar year shall be paid as a distribution
on the performance participation interest to the Special OP Unitholders, as the holder of the Special Partnership Units.



 


		(ii)	The Special OP Unitholders or the Advisor, as applicable, will earn a Performance Component with respect to each calendar year (or
partial calendar year) in which this Agreement is in effect in an amount equal to:



 


		(A)	The lesser of (1) the amount equal to 12.5% of (a) the Annual Total Return Amount less (b) the Loss Carryforward Amount,
and (2) the amount equal to (x) the Annual Total Return Amount, less (y) the Loss Carryforward Amount, less (z) the
Hurdle Amount;



 


multiplied by:


 


		(B)	The weighted-average number of OP Units outstanding during the applicable year, calculated in accordance with GAAP as applied on a
consistent basis,



 


		(C)	Provided that the Performance Component shall at no time be less than zero.



 


Except as described in the definition of Loss Carryforward
Amount in this Agreement, any amount by which the Annual Total Return Amount falls below the Hurdle Amount will not be carried forward
to subsequent periods. If the Performance Component is payable or distributable pursuant to this Section 9(b)(ii), the Special OP
Unitholders or the Advisor, as applicable, will be entitled to such payment or distribution, as applicable, even in the event that the
total percentage return to Unitholders over any longer or shorter period, or the total percentage return to any particular Unitholder
over the same, longer or shorter period, has been less than the Annual Total Return Amount used to calculate the Hurdle Amount. The Special
OP Unitholders or the Advisor, as applicable, shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s
or the Operating Partnership’s subsequent performance.


 






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		(iii)	The Advisory Fee will generally accrue and be payable monthly. The Fixed Component is payable monthly in arrears (after the completion
of the NAV Calculations for such month). The Performance Component with respect to any calendar year is generally payable or distributable,
as applicable, after the completion of the NAV Calculations for December of such year. If the Advisory Fee is payable with respect
to any partial calendar month or calendar year, then the Fixed Component shall be prorated based on the number of days elapsed during
any partial calendar month and the Performance Component shall be calculated based on the annualized total return amount determined using
the total return achieved for the period of such partial calendar year. In the event this Agreement is terminated or its term expires
without renewal, the partial period Fixed Component and Performance Component of the Advisory Fee will be calculated and due and payable
upon the Termination Date. In such event, for purposes of determining the Annual Total Return Amount, the change in VPU shall be determined
based on a good faith estimate of what the NAV Calculations would be as of that date.



 


		(iv)	Notwithstanding anything to the contrary in this Section 9(b), upon the triggering of a Pro-Rata Period as defined in the Company’s
Second Amended and Restated Share Redemption Program, effective as of December 10, 2018 (as it may be amended from time to time,
the “SRP”), payment or distribution of the Performance Component shall be deferred until all share redemption requests under
the SRP are satisfied.



 


		(v)	In the event the Operating Partnership commences a liquidation of its Investments during any calendar year, the Special OP Unitholders
or the Advisor, as applicable, will be paid the Advisory Fee from the proceeds of the liquidation and the Performance Component will be
calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Unitholders. The calculation
of the Performance Component for any partial year shall be calculated consistent with the applicable provisions of Section 9(b)(iii) above.



 


		(vi)	The measurement of the change in VPU for the purpose of calculating the Annual Total Return Amount is subject to adjustment by the
Board to account for any dividend, split, recapitalization or any other similar change in the Operating Partnership’s capital structure
or any distributions that the Board deems to be a return of capital if such changes are not already reflected in the Operating Partnership’s
net assets.



 






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		(c)	Fees for other Services. The Company may retain certain of the Advisor’s Affiliates from time to time, for services relating
to its investments or its operations, which may include property management services, leasing services,
corporate services, statutory services, transaction support services (including but not limited to coordinating with brokers, lawyers,
accountants and other advisors, assembling relevant information, conducting financial and market analyses, and coordinating closing procedures),
construction and development management, and loan management and servicing, and within one or more such categories, providing services
in respect of asset and/or investment administration, accounting, technology, tax preparation, finance (including but not limited to budget
preparation and preparation and maintenance of corporate models), treasury, operational coordination, risk management, insurance placement,
human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group
purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management
consulting and other similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will not reduce
the advisory fees. Any such arrangements will be at market rates or reimbursement of costs incurred by the affiliate in providing the
services.



 


		(d)	Loans from Affiliates. The Advisor or any Affiliate thereof may not make any loan to the Company or the Operating Partnership
unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such loan approve the
loan as being fair, competitive, and commercially reasonable and no less favorable to the Company or the Operating Partnership than loans
between unaffiliated parties under the same circumstances.



 


		(e)	Exclusion of Certain Transactions. In the event the Company or the Operating Partnership shall propose to enter into any transaction
in which an officer or director of the Company, and the Operating Partnership, the Advisor, or any Affiliate of the Company, the Operating
Partnership or the Advisor has a direct or indirect interest, then (i) such transaction shall be approved by a majority of the Board
of Directors and also by a majority of the Independent Directors and (ii) any commissions or remuneration received by any such persons
in connection with such transaction shall be deducted from the fees payable under this Agreement.



 


		(f)	Product Specialists. In the event the Advisor enters into strategic alliances with Product Specialists with respect to investments
in Real Properties, Real Estate Related Securities or Debt Investments on behalf of the Company or the Operating Partnership as provided
for in the Company's prospectus, and the Product Specialists perform services that entitle them to fees, any such fees will be paid by
the Advisor (and not by the Company or the Operating Partnership) out of the fees the Advisor receives from the Company or the Operating
Partnership.



 


		(g)	Payment in Shares or OP Units. The fees due under this Section 9 shall be paid in cash; provided, however, that in lieu
of cash, the Advisor may elect to receive the payment of the fees due under this Section 9 in any class of Shares or OP Units.  Any
such Shares or OP Units will be valued at the NAV per share applicable to such Shares or OP Units on the issue date. Such
shares shall not be subject to any early redemption deduction under the Company’s share redemption program.



 






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		(h)	Fee Waiver. If as of the end of the last month of the applicable period
the NAV of a Class E Series 1 Unit is less than $10.00 per unit, the Advisor will waive its fees earned under this Agreement
in an amount equal to the product of (a) the Performance Component for the applicable period, and (b) the weighted-average Class E
Series 1 Units outstanding over the applicable period divided by the weighted-average OP Units outstanding over the same period.
In this manner, the holders of each class of OP Units will benefit from this waiver pro rata in accordance with their particular class’s
portion of Operating Partnership NAV.



 


		10.	EXPENSES.



 


		(a)	In addition to the compensation paid to the Advisor pursuant to Section 9 hereof, the Company or the Operating Partnership shall
pay directly or reimburse the Advisor or its Affiliates for all of the expenses paid or incurred by the Advisor or its Affiliates in connection
with the services they provide to the Company and the Operating Partnership pursuant to this Agreement, including, but not limited to:



 


		(i)	Organizational and Offering Expenses paid or incurred by the Advisor or any of its Affiliates; provided that after an Offering terminates,
the Advisor shall reimburse the Company to the extent the Organizational and Offering Expenses with respect to such Offering that are
borne by the Company exceed 15.0% of the Gross Proceeds raised in the completed Offering; the Advisor shall be responsible for the payment
of all the Company's Organizational and Offering Expenses in excess of the maximum amount permitted;



 


		(ii)	Private Organizational and Offering Expenses paid or incurred by the Advisor or any of its Affiliates, except to the extent the Advisor
or its Affiliates have agreed to receive a fee in lieu of reimbursement of such expenses therewith;



 


		(iii)	Acquisition Expenses incurred in connection with the selection and acquisition of Real Properties;



 


		(iv)	Disposition Expenses incurred in connection with the disposition of Real Properties, Real Estate Related Securities and Debt Investments;



 


		(v)	the actual cost of goods and services used by the Company and obtained from Persons not affiliated with the Advisor, other than Acquisition
Expenses, including brokerage fees paid in connection with the purchase and sale of Real Estate Related Securities or Debt Investments;



 






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		(vi)	interest and other costs for borrowed money, including discounts, points and other similar fees;



 


		(vii)	taxes and assessments on income of the Company or Real Properties;



 


		(viii)	costs associated with insurance required in connection with the business of the Company or by the Directors;



 


		(ix)	expenses incurred in connection with financing transactions, including the financing or refinancing of Company properties;



 


		(x)	expenses of managing and operating Real Properties owned by the Company, including but not limited to Property Accounting Services
provided by the Advisor with respect to each Commercial Real Property owned by the Company (Property Accounting Services with respect
to each Multifamily Property owned by the Company will be provided by a third-party, the expenses of which shall be paid by the direct
or indirect subsidiary of the Company which owns the Multifamily Real Property);



 


		(xi)	all expenses in connection with payments to the Directors and meetings of the Directors and Stockholders;



 


		(xii)	personnel (and related employment) costs and overhead (including, but not limited to, allocated rent paid to both third parties and
an affiliate of the Advisor, equipment, utilities, insurance, travel and entertainment, and other costs) incurred by the Advisor or its
Affiliates in performing the services described in Section 3 hereof, including but not limited to compensation, benefits and other
overhead of all employees involved in the performance of such services, provided that no reimbursement shall be made for such costs in
connection with the services under Section 3(a), for services provided by an Affiliate of the Adviser for which the Company pays
a separate fee pursuant to a separate agreement, or for compensation of the Company’s named executive officers unless the named
executive officer provides services as described in Section 3(b)(v);



 


		(xiii)	expenses associated with a Listing, if applicable, or with the issuance and distribution of Securities, such as selling commissions
and fees, advertising expenses, taxes, legal and accounting fees, listing and registration fees;



 


		(xiv)	expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Company to the Stockholders;



 


		(xv)	expenses of organizing, redomesticating, merging, liquidating or dissolving the Company or of amending the Articles of Incorporation
or the Bylaws;



 






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		(xvi)	expenses of maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports
and other Stockholder reports, proxy statements and other reports required by governmental entities;



 


		(xvii)	internal and external audit, accounting and legal fees and other fees for professional services relating to the operations of the
Company and all such fees incurred at the request, or on behalf of, the Board, the Independent Directors or any committee of the Board;



 


		(xviii)	all other costs incurred by the Advisor or its Affiliates in performing its duties hereunder.



 


		(b)	Expenses incurred by the Advisor or its Affiliates on behalf of the Company and the Operating Partnership and payable pursuant to
this Section 10 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses
of the Company and the Operating Partnership and the calculation of the fees and commissions due under this Agreement during each month,
and shall deliver such statement to the Company and the Operating Partnership within 45 days after the end of each month.



 


		(c)	In lieu of cash, the Advisor may elect to receive the reimbursement of any of its expenses in any class of Shares.  Any such
Shares will be valued at the NAV per share applicable to such Shares on the issue date and will not be eligible for redemption by the
Advisor until six months from the issue date.



 


		(d)	In the event the Advisor enters into strategic alliances with Product Specialists with respect to investments in Real Properties,
Real Estate Related Securities or Debt Investments on behalf of the Company or the Operating Partnership as provided for in the Company's
prospectus, and the Product Specialists perform services that entitle them to expense reimbursements, any such expense reimbursements
will be deemed to be expenses incurred by the Advisor for purposes of this Agreement, and reimbursable to the extent permitted under this
Agreement as if they were incurred by the Advisor directly.



 


		11.	OTHER SERVICES. Should the Directors request that the Advisor or any director, officer or employee thereof render services for the
Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates
and in such amounts as are agreed by the Advisor and the Independent Directors of the Company, subject to the limitations contained in
the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.



 






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		12.	REIMBURSEMENT TO THE ADVISOR. For any year in which the Company qualifies as a REIT, the Company shall not reimburse the Advisor at
the end of any fiscal quarter Total Operating Expenses that, in the four consecutive fiscal quarters then ended (the “Expense
Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the
 “2%/25% Guidelines”) for such year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to
the Company or, at the option of the Company, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter.
If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified based on unusual
and nonrecurring factors which they deem sufficient, then (i) the Excess Amount may be carried over and included in Total Operating
Expenses in subsequent Expense Years and reimbursed to the Advisor in one or more of such years, provided that Total Operating Expenses
in any Expense Year, including any Excess Amount to be paid to the Advisor, shall not exceed the 2%/25% Guidelines or (ii) the Excess
Amount may be paid in the Expense Year and within 60 days after the end of such Expense Year there shall be sent to the stockholders a
written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that
such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board of Directors. The
Company will not reimburse the Advisor or its Affiliates for its personnel (and related employment) costs and overhead (including rent,
insurance and other costs) incurred in connection with the services under Section 3(a) or services provided by an Affiliate
of the Adviser for which the Company pays a separate fee pursuant to a separate agreement. All figures used in the foregoing computation
shall be determined in accordance with GAAP applied on a consistent basis.



 


		13.	OTHER ACTIVITIES OF THE ADVISOR.



 


		(a)	Nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities,
including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised,
sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any member, manager,
director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in or earn fees from any other business or to render
services of any kind to any other partnership, corporation, firm, individual, trust or association and earn fees for rendering such services.
The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every
other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may
enter into joint ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such
joint ventures or arrangements, the Advisor may be engaged (directly or indirectly) to provide advice and service to such Persons, in
which case the Advisor will earn fees for rendering such advice and service. The parties to this Agreement hereby acknowledge that the
Advisor may provide advice and render services to Persons that will compete with the Company for investments.



 






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		(b)	The Advisor shall report to the Directors the existence of any condition or circumstance, existing or anticipated, of which it has
knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations
to or its interest in any other partnership, corporation, limited liability company, firm, individual, trust or association. The Advisor
or its Affiliates shall promptly disclose to the Directors knowledge of such condition or circumstance. If the Advisor, its members, managers,
directors, employees or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment
funds available at the same time as the Company, it shall be the duty of the Directors (including the Independent Directors) to ensure
that the Advisor and its Affiliates follow an allocation method that is reasonable and fairly applied. The Advisor shall provide the information
necessary for the Directors to make this determination.



 


		(c)	The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the
Company which is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the
Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of a character
that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure
set forth in the Prospectus (as such procedures may be amended from time to time) shall govern the allocation of the opportunity among
the Company and Affiliates of the Advisor.



 


		14.	TERM; TERMINATION OF AGREEMENT. This Agreement shall continue in force through April 30, 2022, subject to an unlimited number
of successive one-year renewals upon mutual consent of the parties. It is the duty of the Directors to evaluate the performance of the
Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.



 


		15.	TERMINATION BY THE PARTIES. This Agreement may be terminated (i) immediately by the Company and/or the Operating Partnership
for Cause or upon the bankruptcy of the Advisor, (ii) upon 60 days written notice without Cause and without penalty by a majority
of the Independent Directors of the Company or (iii) upon 60 days written notice with Good Reason by the Advisor.



 


		16.	ASSIGNMENT. This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including
a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to
any Person without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company or the Operating Partnership
without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation,
limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating
Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner
as the Company and the Operating Partnership are bound by this Agreement. For the avoidance of doubt, this Agreement may not be assigned
(as such term is defined in Section 205(a)(2) of the Advisers Act) or novated by the Advisor by operation of law or otherwise
without consent as required under the Advisers Act; provided, that the Advisor may assign, subcontract, delegate or otherwise transfer
any of its rights and obligations hereunder to any of its Affiliates.



 






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		17.	PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17
shall be subject to the 2%/25% Guidelines to the extent applicable.



 


		(a)	After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled
to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements
of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with
the provisions of Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Section 12) for which
the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring
factors.



 


		(b)	The Advisor shall promptly upon termination:



 


		(i)	pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating
Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then
entitled;



 


		(ii)	deliver to the Directors a full accounting, including a statement showing all payments collected by it and a statement of all money
held by it, covering the period following the date of the last accounting furnished to the Directors;



 


		(iii)	deliver to the Directors all assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents
of the Company and the Operating Partnership then in the custody of the Advisor; and



 


		(iv)	cooperate with the Company and the Operating Partnership to provide an orderly management transition.



 


		18.	INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless
the Advisor and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages
or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, subject to
any limitations imposed by the laws of the State of Maryland or the Articles of Incorporation of the Company. Notwithstanding the foregoing,
the Company and the Operating Partnership shall not provide for indemnification of the Advisor and its Affiliates, including their respective
officers, directors, partners and employees, for any loss or liability suffered by the Advisor and its Affiliates, including their respective
officers, directors, partners and employees, nor shall they provide that the Advisor and its Affiliates, including their respective officers,
directors, partners and employees, be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless
all of the following conditions are met:



 






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		(a)	The Advisor has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interest
of the Company and the Operating Partnership;



 


		(b)	The Advisor was acting on behalf of or performing services for the Company and the Operating Partnership;



 


		(c)	Such liability or loss was not the result of negligence or misconduct by the Advisor; and



 


		(d)	Such indemnification or agreement to hold harmless is recoverable only out of the Company's net assets and not from Stockholders.



 


Notwithstanding the foregoing, the Advisor and its Affiliates,
including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership
for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by the Advisor
and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions
are met:


 


		(a)	There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Advisor;



 


		(b)	Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Advisor; or



 


		(c)	A court of competent jurisdiction approves a settlement of the claims against the Advisor and finds that indemnification of the settlement
and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the
Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the
Company and the Operating Partnership were offered or sold as to indemnification for violation of securities laws.



 


In addition, the advancement of the Company's or the Operating
Partnership's funds to the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal
expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all
of the following conditions are satisfied:


 


		(a)	The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the
Operating Partnership;



 






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		(b)	The legal action is initiated by a third party who is not a shareholder or the legal action is initiated by a shareholder acting in
his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and



 


		(c)	The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal
rate of interest thereon, in cases in which the Advisor is found not to be entitled to indemnification.



 


		19.	INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract
or other liability, claims, damages, taxes or losses and related expenses including attorneys' fees, to the extent that such liability,
claims, damages, taxes or losses and related expenses are incurred by reason of the Advisor's bad faith, fraud, willful misfeasance, gross
misconduct, gross negligence or reckless disregard of its duties, but the Advisor shall not be held responsible for any action of the
Board of Directors in following or declining to follow any advice or recommendation given by the Advisor.



 


		20.	NOTICES. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other
method of giving such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted by the
party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the
addresses set forth herein:



 


To the Directors and to the Company:


 


Black Creek Diversified Property Fund Inc.

518 17th Street

17th Floor

Denver, CO 80202


 


To the Operating Partnership:


 


Black Creek Diversified Property Operating Partnership LP

518 17th Street

17th Floor

Denver, CO 80202


 


To the Advisor:


 


ARES Commercial Real Estate Management LLC

2000 Avenue of the Stars, 12th Floor

 Los Angeles, CA 90067 

Attention: Naseem Sagati Aghili 

Email: nsagati@aresmgmt.com


 


Any party may at any time give notice in writing to the other
parties of a change in its address for the purposes of this Section 20.


 






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		21.	MODIFICATION. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument
in writing signed by the parties hereto, or their respective successors or assignees.



 


		22.	SEVERABILITY. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.



 


		23.	CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado.



 


		24.	ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended
other than by an agreement in writing.



 


		25.	INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such
waiver.



 


		26.	GENDER. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.



 


		27.	TITLES NOT TO AFFECT INTERPRETATION. The titles of sections and subsections contained in this Agreement are for convenience only,
and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.



 


		28.	EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement
shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.



 


		29.	INITIAL INVESTMENT. The Advisor owns 20,000 Class E Shares, which were issued in connection with the original advisor’s
initial investment in the Company of $200,000. The Advisor may not sell any of such Shares while the Advisor acts in such advisory capacity
to the Company, provided, that such Shares may be transferred to Affiliates of the Advisor. The restrictions included above shall not
apply to any other Securities acquired by the Advisor or its Affiliates. The Advisor shall not vote any Shares it now owns, or hereafter
acquires, in any vote for the election of Directors or any vote regarding the approval or termination of any contract with the Advisor
or any of its Affiliates.



 






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IN WITNESS WHEREOF, the parties hereto have executed
this Second Amended and Restated Advisory Agreement (2021) as of July 1, 2021.


 


	 	BLACK CREEK DIVERSIFIED PROPERTY FUND INC., a Maryland corporation
	 	 
	 	By:	/s/ Lainie P. Minnick
	 	 	Name: Lainie P. Minnick
	 	 	Title:Managing Director, Chief Financial Officer and Treasurer
	 	 
	 	BLACK CREEK DIVERSIFIED PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership
	 	 
	 	By:	Black Creek Diversified Property Fund Inc., its General Partner
	 	 
	 	By:	/s/ Lainie P. Minnick
	 	 	Name: Lainie P. Minnick
	 	 	Title:Managing Director, Chief Financial Officer and Treasurer
	 	 
	 	ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Anton Feingold
	 	 	Name: Anton Feingold
	 	 	Title: Authorized Signatory