Governance

Our entire board of directors considers all major decisions concerning our business, including any property acquisitions. Furthermore, our bylaws provide that our board of directors may establish such committees as the board of directors believes appropriate. Our charter requires that a majority of the members of each committee of our board of directors be comprised of independent directors.

The audit committee operates pursuant to a written charter adopted by our board of directors, setting forth its specific functions and responsibilities.

The primary responsibilities of the audit committee include:

• selecting an independent registered public accounting firm to audit our annual financial statements;
• reviewing with the independent registered public accounting firm the plans and results of the audit engagement;
• approving the audit and non-audit services provided by the independent registered public accounting firm;
• reviewing the independence of the independent registered public accounting firm; and
• considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

The primary responsibilities of the compensation committee include:

• reviewing and approving our corporate goals with respect to compensation of officers and directors, if applicable;
• recommending to the board compensation for all non-employee directors, including board and committee retainers, meeting fees, and other equity-based compensation;
• administering and granting stock options to our advisor, employees of our advisor, and affiliates based upon recommendations from our advisor, if any; and
• setting the terms and conditions of such options in accordance with our employee and director long-term incentive plan, which is described in full within our private placement memorandum (PPM) and its applicable supplements.

The charter for the nominating and corporate governance committee sets forth its specific functions and responsibilities, including the primary responsibilities of:

• developing and implementing the process necessary to identify prospective members of our board of directors;
• identifying individuals qualified to serve on our board of directors, consistent with criteria approved by our board of directors;
• determining the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on our board of directors;
• overseeing an annual evaluation of our board of directors, each of the committees of our board of directors, and management;
• developing and recommending to our board of directors a set of corporate governance principles and policies;
• periodically reviewing our corporate governance principles and policies and suggesting improvements thereto to our board of directors; and
• considering and acting on any conflicts-related matter required by our articles of incorporation or otherwise permitted by the MGCL where the exercise of independent judgment by any of our directors (who is not an independent director) could reasonably be compromised, including approval of any transaction involving our advisor or its affiliates.