Common use of Agent Compensation Clause in Contracts

Agent Compensation. During the term of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advance.

Agent Compensation. During the term of this Agreement Agent shall be paid a fee for its services as set forth on Schedule III attached hereto and any renewal thereofincorporated herein, GK agrees which shall be subject to compensate Independent Sales Agent in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly increase upon notice sent to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales AgentDepositors, and any renewal thereof, upon the fulfillment of the following terms reimbursed for its reasonable costs and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GKexpenses incurred; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Providedprovided, however, that no Commissions only increases as are generally applicable to escrow accounts shall be paid applied and increases in any 12 month period shall not exceed five percent (5%). If Agent's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent shall have the right to sell such portion of the Agent Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or from the cash held in the Account. In the event that (a) Merchant does the conditions of this Agreement are not actually receive promptly fulfilled, or accept funding (b) if Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney's fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent in this escrow until such compensation, fees, costs, and expenses are paid. The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able Parties jointly and severally promise to collect compensation pay these sums upon demand. Unless otherwise provided, the Parties each will pay one-half of all Agent's usual charges and Agent may deduct such sums from the clientfunds deposited. Commissions are based The Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Agent shall have a first lien on the overall loan amount, property and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms papers held under this Agreement for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like such compensation and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advanceexpenses.

Agent Compensation. During Agent shall be paid a fee for its services as set forth on Schedule III attached hereto and incorporated herein, which shall be subject to increase upon notice sent to the term Issuer, and reimbursed for its reasonable costs and expenses incurred as set forth on Schedule III attached hereto. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement that has previously been approved in writing by the Issuer, or if the Issuer requests a substantial modification of its terms, or if any controversy arises, or if Agent is made a party to, or intervenes in, any litigation pertaining to this Agreement or its subject matter, Agent shall be reasonably compensated for such extraordinary services incurred as set forth on Schedule III attached hereto and reimbursed for all reasonable, documented out-of-pocket costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any renewal thereoftime held by Agent under this Agreement until such compensation, GK agrees fees, costs, and expenses are paid. The Issuer promises to compensate Independent Sales pay these sums promptly upon receipt of written request therefor and a reasonably detailed invoice thereof from Agent. The Issuer and its successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in accordance connection with the Independent Sales Agent Compensation Scheduleperformance of its duties under this Agreement, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does including but not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made limited to any of the Independent Sales Agent's sub- agents (if applicable) litigation arising from this Agreement or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advanceinvolving its subject matter.

Agent Compensation. During Agent shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositor and Recipient, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel). If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent may be paid from interest earned on funds held in or earned on the term Account, but the principal shall not be charged, used as an offset, or otherwise encumbered by the Agent or the Depositor. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation. The Depositor promises to pay these sums upon demand. The Depositor and its respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any renewal thereofand all losses, GK agrees to compensate Independent Sales claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in accordance connection with the Independent Sales Agent Compensation Scheduleperformance of his/her duties under this Agreement, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation including but not limited to any litigation arising from this Agreement or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Programinvolving its subject matter. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment The obligations of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK Parties under this Section 12 shall survive the resignation or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result removal of the referral by Independent Sales Agent; (iv) has such product successfully closed Agent and funded within a reasonable timeframe the termination of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advancethis Agreement.

Agent Compensation. During the term of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to the Agent in increase upon notice sent to Depositors, and reimbursed for its reasonable costs and expenses incurred (including legal fees and expenses of its counsel). In the event that (a) Merchant does the conditions of this Escrow Agreement are not actually receive promptly fulfilled, or accept funding (b) if Agent renders any service not provided for in this Escrow Agreement, or if the Depositors request a substantial modification of its terms, or if any controversy arises, or if Agent is made a party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent pursuant to this Escrow Agreement until such compensation, fees, costs, and expenses are paid. The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able Depositors jointly and severally promise to collect compensation pay these sums upon demand. Unless otherwise provided, the Depositors each will pay one-half of all Agents’ usual charges and Agent may deduct such sums from the clientAssets. Commissions are based on the overall loan amountThe Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be reduced at the imposed on Agent or GK’s discretion incurred by Agent in certain cases in order to offer improved pricing and/or adjust terms for connection with the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes performance of clarityits duties under this Escrow Agreement, no payments shall be owed are made including but not limited to any litigation arising from this Escrow Agreement or A/72319147.1 involving its subject matter. The obligations of the Independent Sales Agent's sub- Depositors under this Section 12 shall survive the resignation or removal of Agent and the termination of this Escrow Agreement. Buyer and Seller shall bear the costs and expenses of their own advisors, consultants and agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, incurred in which GK would inform the agent in advanceconnection with this Escrow Agreement.

Agent Compensation. During (a) Your total compensation under this Agreement (“Agent Compensation”) shall be in accordance with the term Schedule on those premiums paid to us that we accept on Policies that you or your sub-agents have solicited and that we have issued and placed in force, but shall be reduced by the total amount of compensation attributable to your sub-agents that have Agent’s Agreements directly with us, whether or not we actually pay such sub-agent compensation. (b) We will make available to you periodic statements of your Agent Compensation balance (each a “Statement”), and will forward to you the amount of any credit balance set forth in a Statement in accordance with our normal commission processing schedule and our required commission payment methods. If you wish to object to any part of a Statement, you must make such objection in writing within sixty (60) days after the date of such Statement. Thereafter, any review of a Statement shall be at your sole expense. (c) Unless you and we otherwise agree in writing, Agent Compensation shall accrue at the time premiums are paid to us on issued Policies. All amounts under this Section 7(c) shall accrue without interest until paid. (d) If we adjust, return or refund any premium or if an applicant’s premium payment is dishonored, then, in our sole discretion, we may require you or your sub-agent to reimburse us in cash for any related Agent Compensation that we have paid or credited or we may offset such amount against future Agent Compensation. (e) You shall not be entitled to any Agent Compensation on any refunded premium, when waiver of premium is in effect, or on the portion of a premium resulting from a rate increase. (f) Subject to the other restrictions in this Agreement on your right to receive Agent Compensation, following a termination of this Agreement other than for Cause, you shall be vested as to first year and renewal Agent Compensation in accordance with the Schedule until such time, beginning with the calendar year in which the third anniversary of the effective date of this Agreement falls, as your total accrued vested Agent Compensation in any calendar year totals less than Five Hundred Dollars ($500.00), after which time all Agent Compensation shall revert to us. Vesting shall not affect our right to service the Policies on which such Agent Compensation is payable. (g) If we stop paying commissions to your sub-agents who have Agent’s Agreements directly with us pursuant to the terms of such agreements, you shall have no right to the commissions (whether or not vested) of such sub-agents even if you are entitled to override commissions on their business, and such commissions shall revert to us. (h) If any of your sub-agents who do not have Agent’s Agreements directly with us (each an “LOA Sub-Agent”) (i) defrauds or attempts to defraud us or one of our affiliates or any applicant or insured of ours or of one of our affiliates, or (ii) demonstrates a pattern of activity intended (A) to induce an insured of ours or of one of our affiliates to cause the lapse, forfeiture, surrender, termination or replacement of an existing Policy, unless clearly in the insured’s best interests, or (B) otherwise to damage the relationship between us and our insureds or between any of our affiliates and its insureds, then, in any such event, you shall take swift and appropriate action against such LOA Sub-Agent (including terminating your contract with such LOA Sub- Agent) promptly upon the discovery of such actions, and the commissions (whether or not vested) attributable to such LOA Sub-Agent shall revert to us. (i) Payment of commissions shall be subject to the terms and conditions of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent our rules and regulations in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly effect from time to GK time. We may change such rules and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted regulations at any given time, in which GK would inform the agent in advancetime without notice and without your consent.

Agent Compensation. During the term of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent in accordance In connection with the Independent Sales Agent Compensation ScheduleOffering, set out in Schedule A hereto Aegis will be paid a cash fee (the "Compensation"“Placement Fee”) a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly equal to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment ten percent (10%) of the following terms and conditions: gross proceeds raised from the sale of Units in the Offering solely from investors which Aegis introduces to the Company. The Placement Fee shall be immediately paid by the Company to Aegis at each Closing of the Offering. In addition, the Placement Agent shall receive warrants exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) is submitted first included in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, the Units at an exercise price of $5.00 per share and (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result issuable upon exercise of the referral by Independent Sales Agent; Warrants at an exercise price of $5.00 per share (iv“PA Warrants”). The PA Warrants shall be exercisable until the date that is five (5) has such product successfully closed and funded within a reasonable timeframe years after the First Closing (as defined below) of the submission dateOffering, shall contain immediate cashless exercise provisions, shall not be callable by the Company and otherwise contain the same terms as the Warrants sold in the Offering . Commissions are based on The PA Warrants will be in such authorized denominations and will be registered in such names as the overall loan amount, Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Company following the Final Closing and may be reduced at the Company shall deliver such PA Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. The Company shall also pay and issue to the Placement Agent the compensation calculated above if any person or GK’s discretion entity contacted by the Placement Agent and provided with the Disclosure Materials during the Offering Period (other than shareholders of Adgero Biopharmaceuticals, Inc. prior to January 11, 2016) and with whom the Placement Agent has discussions regarding a potential investment in certain cases the Offering, invests in order the Company (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to offer improved pricing and/or adjust terms for the client earlier of the date that is eighteen (disclosed upon providing approval terms18) months after July 29, 2016 (the “Tail Period”). Provided, whichever is applicable; provided, however, that no Commissions the Tail Period shall be paid reduced to the Agent twelve (12) months after July 29, 2016 in the event that (a) Merchant does not actually receive Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Company upon written request within 10 days following the Termination Date or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on Final Closing, as the overall loan amount, and case may be reduced at (the Agent “Tail Investor List”); provided, that such Tail Investor List shall include persons or GK’s discretion in certain cases in order entities that actually received a copy of the Disclosure Materials. The Company acknowledges and agrees that the Tail Investor List is proprietary to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation Placement Agent, shall be paid solely maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Independent Sales Agent (for the purposes of clarityCompany to its stockholders, no payments shall be owed including those Tail Investors that are made to any stockholders of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advance.Company

Agent Compensation. During the term of this Agreement and any renewal thereof, GK agrees to compensate Independent Sales Agent in accordance with the Independent Sales Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- sub-agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advance.

Agent Compensation. During The Posting Party shall pay Agent’s fees for its services hereunder, which shall be subject to increase upon notice sent to the term Posting Party, and Posting Party shall reimburse Agent for its reasonable costs and expenses incurred. If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent shall have the right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or from the cash held in the Account. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Posting Party and the Secured Party request a substantial modification of its terms, or if any renewal thereofcontroversy arises, GK agrees or if Agent is made a party to, or intervenes in, any litigation pertaining to compensate Independent Sales this escrow or its subject matter, Agent shall be reasonably compensated by the Posting Party for such extraordinary services and reimbursed by the Posting Party for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any time held by Agent in accordance this escrow until such compensation, fees, costs, and expenses are paid. The Posting Party promises to pay these sums upon demand. Unless otherwise provided, the Posting Party will pay all Agent’s usual charges hereunder. The Posting Party and its respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the Independent Sales Agent Compensation Scheduleperformance of its duties under this Agreement, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does including but not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made limited to any of the Independent Sales Agent's sub- agents (if applicable) litigation arising from this Agreement or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advanceinvolving its subject matter.

Agent Compensation. During Agent shall be paid a fee for its services as set forth on Schedule II attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositors, and reimbursed for its reasonable costs and expenses incurred in connection with its role as Agent hereunder. If Agent's fees, or reasonable coats or expenses. provided for herein, ate not paid within ten (10) business days after Agent delivers an invoice or statement setting forth the term amount of the costs and expenses, Agent shall have the right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or from the cash held in the Account. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service rot provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this transaction or its subject matter, Agent shall be reasonably compensated for such extraordinary services and any renewal thereofreimbursed for all costs, GK agrees attorney's fees, including allocated costs of in-house counsel, and reasonable expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to compensate Independent Sales retain all documents and/or other things of value at arty time held by Agent in accordance this transaction until such compensation, fees, costs, and expenses are paid. The Parties jointly and severally promise to pay these sums within ten (10) business days following demand. Unless otherwise provided, the Depositors each will pay one-half of all Agent's usual charges. The Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or reasonably incurred by Agent in connection with the Independent Sales Agent Compensation Scheduleperformance of his/her duties under this Agreement, set out in Schedule A hereto (the "Compensation") a One-Time Lump Sum Compensation including but not limited to any litigation arising from this Agreement or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Programinvolving its subject matter. Furthermore, for each transaction submitted by Independent Sales Agent, and This indemnification shall not affect any renewal thereof, upon the fulfillment indemnification or contribution rights of the following terms and conditions: (i) is submitted Depositors between themselves. Agent shall have a first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based lien on the overall loan amount, property and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms papers held under this Agreement for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect such compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advanceexpenses.

Agent Compensation. During Agent shall be paid a fee for its services as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositors, and reimbursed for its reasonable costs and expenses incurred. If Agent’s fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent shall have the term right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or from the cash held in the Account. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Agent is made a Party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any renewal thereof, GK agrees to compensate Independent Sales time held by Agent in accordance this escrow until such compensation, fees, costs, and expenses are paid. The Parties jointly and severally promise to pay these sums upon demand. Unless otherwise provided, Buyer and the Shareholders (jointly and severally) will pay one-half of all Agent’s usual charges and Agent may deduct such sums from the funds deposited. The Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the Independent Sales performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") shall have a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based lien on the overall loan amount, property and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms papers held under this Agreement for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect such compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advanceexpenses.

Agent Compensation. During Agent shall be paid a fee for its services ------------------ as set forth on Schedule IV attached hereto and incorporated herein, which shall be subject to increase upon notice sent to Depositors, and reimbursed for its reasonable costs and expenses incurred. If Agent's fees, or reasonable costs or expenses, provided for herein, are not promptly paid, Agent shall have the term right to sell such portion of the Assets held in the Account as necessary and reimburse itself therefor from the proceeds of such sale or from the cash held in the Account. In the event that the conditions of this Agreement are not promptly fulfilled, or if Agent renders any service not provided for in this Agreement, or if the Depositors request a substantial modification of its terms, or if any controversy arises, or if Agent is made a party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney's fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Agent shall have the right to retain all documents and/or other things of value at any renewal thereof, GK agrees to compensate Independent Sales time held by Agent in accordance this escrow until such compensation, fees, costs, and expenses are paid. The Depositors jointly and severally promise to pay these sums upon demand. The Depositors shall be jointly and severally liable to pay all Agent's usual charges and Agent may deduct such sums from the funds deposited. As between themselves, the Depositors shall each be responsible for one-half of such charges. The Depositors and their respective successors and assigns agree jointly and severally to indemnify and hold Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Agent or incurred by Agent in connection with the Independent Sales performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Agent Compensation Schedule, set out in Schedule A hereto (the "Compensation") shall have a One-Time Lump Sum Compensation or Renewal Compensation for a client that is referred directly to GK and is approved for and ultimately receives funding for the specified Funding Program. Furthermore, for each transaction submitted by Independent Sales Agent, and any renewal thereof, upon the fulfillment of the following terms and conditions: (i) is submitted first in time in relation to submission by others to GK ar a GK designated purchaser(s) by Independent Sales Agent, (ii) has delivered an executed Merchant Agreement between Merchant and GK or to one of GK's designated network lenders by GK; and (iii) The Client Agreement has been entered into as a direct result of the referral by Independent Sales Agent; (iv) has such product successfully closed and funded within a reasonable timeframe of the submission date. Commissions are based lien on the overall loan amount, property and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms papers held under this Agreement for the client (disclosed upon providing approval terms). Provided, however, that no Commissions shall be paid to the Agent in the event that (a) Merchant does not actually receive or accept funding (b) The client stops payments shortly after funding or provides documentation from another party (c) GK has not been able to collect such compensation from the client. Commissions are based on the overall loan amount, and may be reduced at the Agent or GK’s discretion in certain cases in order to offer improved pricing and/or adjust terms for the client (disclosed upon providing approval terms). Compensation shall be paid solely to the Independent Sales Agent (for the purposes of clarity, no payments shall be owed are made to any of the Independent Sales Agent's sub- agents (if applicable) or the like and such payments to any sub-agents or the like shall be the sole responsibility of the Independent Sales Agent). All products, characteristics, and commissions may be adjusted at any given time, in which GK would inform the agent in advanceexpenses.