Common use of Compensation of Broker Clause in Contracts

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support fee, the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission of up equal to seven percent (7.0%) % on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”)as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. From The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the Managing Dealer may reallow all or a portion number of Shares sold by the Broker, the assistance of the Broker in marketing support fee on completed sales of Sharesthe Offering, including sales under and bona fide due diligence expenses incurred by the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) hereinBroker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent if the commission payable to any broker broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer Broker shall not reallow any commissions to non-FINRA NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation commissions on certain sales of Shares, including the reduction or elimination of compensation commissions in accordance with the following paragraphs paragraph of this Section 2. Any such reduction or elimination of compensation commissions will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (the “Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, Shares to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g2(f) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, Shares to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) 6.0% on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”)as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer may reallow to the Broker, from its due diligence expense reimbursements estimated to be up to an additional 0.01% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow all or a portion of to any Broker with whom it enters into the addendum to Exhibit A to this Agreement relating to the marketing support fee fee, up to 2.5% on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) hereinShares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to if the extent the commission commissions or other compensation payable to any broker broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer Broker shall not reallow any commissions or fees to non-FINRA NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support and fees or may eliminate such compensation commissions and fees on certain sales of Shares, including the reduction or elimination of compensation commissions and fees in accordance with with, and on the following paragraphs terms set forth in, the Prospectus and the Paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) % on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support fee, the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), Broker subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, Shares to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman salesperson exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission of up equal to seven percent (7.0%) % on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”)as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. From The Managing Dealer, in its sole discretion, may reallow to the Broker, from its due diligence expense reimbursements, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. The Managing Dealer may reallow to the Broker, from its marketing support fee, 0.5% on sales of Shares by such Broker, based on the Managing Dealer may reallow all or a portion assistance of the Broker in marketing support fee on completed sales of Sharesthe Offering. To be eligible to receive this fee, including sales under the Automatic Purchase Plan, Broker must agree to any Broker that agrees to use its provide internal marketing support personnel to assist in the Managing Dealer’s marketing team of the Offering and their internal marketing communication tools agree to promote the Company as more specifically set forth in Section 2(g) hereininternal marketing publications. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent if the commission payable to any broker broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer Broker shall not reallow any commissions to non-FINRA NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation commissions on certain sales of Shares, including the reduction or elimination of compensation commissions in accordance with the following paragraphs paragraph of this Section 2. Any such reduction or elimination of compensation commissions will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission of up equal to seven percent (7.0%) % on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”)as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its due diligence expense reimbursements, an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. From its marketing support fee, the Managing Dealer may will reallow all or a portion of the marketing support fee on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use its their internal marketing support personnel to assist the Managing Dealer’s 's marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) hereinCompany, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent if the commission payable to any broker broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer Broker shall not reallow any commissions to non-FINRA NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation commissions on certain sales of Shares, including the reduction or elimination of compensation commissions in accordance with the following paragraphs paragraph of this Section 2. Any such reduction or elimination of compensation commissions will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, Shares to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman salesperson exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (the “Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a an upfront selling commission of up to seven percent (7.0%) the corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”)Broker as set forth on Schedule I, subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion an upfront dealer manager fee of up to the marketing support fee corresponding Class percentage on gross proceeds of completed sales of Shares, including sales under the Automatic Purchase Plan, Shares as set forth on Schedule I to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g2(f) hereinherein and subject to applicable reductions as specified in this Section 2 and the Prospectus. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support dealer manager fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.;

Compensation of Broker. (a) The Managing Dealer shall reallow to pay the Broker, as compensation for all services to be rendered by the Broker hereunder, hereunder a commission of up to seven percent (7.0%) 6.5% on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support fee, the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares, including sales under the Automatic Purchase Plan, will allow to any Broker that which agrees to use its their internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(g) hereinbelow, up to 2.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent if the commission payable to any broker broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer Broker shall not reallow any commissions to non-FINRA NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation commissions on certain sales of Shares, including the reduction or elimination of compensation commissions in accordance with the following paragraphs paragraph of this Section 2. Any such reduction or elimination of compensation commissions will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to the Broker, as compensation for services to be rendered by the Broker hereunder, a commission of up to seven percent (7.0%) of the Gross Proceeds on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. From its marketing support feeIn addition, the Managing Dealer may reallow all or a portion of the marketing support fee of up to three percent (3.0%) of the Gross Proceeds on completed sales of Shares, including sales under the Automatic Purchase Plan, Shares to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in and conditioned on Section 2(g) herein. Such rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent the commission payable to any broker dealer or salesman salesperson exceeds the amount allowed by any regulatory agency. The Managing Dealer shall not reallow any commissions to non-FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation on certain sales of Shares, including the reduction or elimination of compensation in accordance with the following paragraphs of this Section 2. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company.

Compensation of Broker. (a) The Managing Dealer shall reallow to pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission of up equal to seven percent (7.0%) % on completed sales of Shares by such Broker, including sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”)as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. From The Managing Dealer, in its sole discretion, may reallow to the Broker, from its due diligence expense reimbursements, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. The Managing Dealer may reallow to the Broker, from its marketing support fee, 0.5% on sales of Shares by such Broker, based on the Managing Dealer may reallow all or a portion assistance of the Broker in marketing support fee on completed sales of Sharesthe Offering. To be eligible to receive this fee, including sales under the Automatic Purchase Plan, Broker must agree to any Broker that agrees to use its provide internal marketing support personnel to assist in the Managing Dealer’s marketing team of the offering and their internal marketing communication tools agree to promote the Company as more specifically set forth in Section 2(g) hereininternal marketing publications. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) to the extent if the commission payable to any broker broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Managing Dealer Broker shall not reallow any commissions to non-FINRA NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate such compensation commissions on certain sales of Shares, including the reduction or elimination of compensation commissions in accordance with the following paragraphs paragraph of this Section 2. Any such reduction or elimination of compensation commissions will not, however, change the net proceeds to the Company.