Common use of Agreements and Compensation of Managing Broker-Dealer Clause in Contracts

Agreements and Compensation of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling for cash, on a "best efforts" basis, up to a maximum of 50,000 Bonds through the Dealers, all of whom shall be members of the FINRA. The Managing Broker-Dealer may also sell Bonds for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Offering Circular. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Bonds on said terms and conditions. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering. 3.2 Promptly after the qualification of the Bonds as exempt from registration pursuant to Regulation A by the SEC, the Managing Broker-Dealer and the Dealers shall commence the offering of the Bonds for cash to the public in jurisdictions in which the Bonds are registered or qualified for sale or in which such offering is otherwise permitted. The Managing Broker-Dealer and the Dealers will suspend or terminate offering of the Bonds upon request of the Company at any time and will resume offering the Bonds upon subsequent request of the Company. Subject to the Company's compliance with its obligations hereunder, the Managing Broker-Dealer will comply with all applicable federal securities laws, including the Securities Act, Exchange Act, and the applicable rules and regulations of FINRA (the "FINRA Rules"). 3.3 Except as otherwise provided in the "Plan of Distribution" section of the Offering Circular, as compensation for the services rendered by the Managing Broker-Dealer, the Company agrees that it will pay to the Managing Broker-Dealer sales commissions, allowances and reimbursements set forth on Exhibit A attached hereto. It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to accept or reject any subscription for Bonds (each a "Subscription") in whole or in part for a period of thirty (30) days from the receipt of the Subscription. Any Subscription not accepted within thirty (30) days of receipt shall be deemed rejected. The Bonds will be offered during a period commencing at such time as set forth in the Offering Circular, and continuing until the earlier of (i) the date that the Offering is fully subscribed or (ii) December 31, 2016, as may be extended for six (6) months, in the Company's sole discretion (the "Offering Termination Date"). The Company may accept purchases of the Bonds as soon as the Offering Statement has been qualified by the SEC. Following qualification, the Company will conduct closings in the Offering at its discretion. The Managing Broker-Dealer further understands and agrees that the fees, commission or compensation to the Managing Broker-Dealer for the sale of Bonds described herein is conditioned upon acceptance of sales by the Company as set forth in this Section 3.3, and that the failure to do so shall relieve the Company or any other party of any obligation to pay Managing Broker-Dealer for any services rendered by Managing Broker-Dealer in connection with the sale of Bonds under this Agreement, other than as specified herein. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Managing Broker-Dealer for payment of commissions to Dealers. The Company will not be liable or responsible to any Procurement Dealer for direct payment of fees to any Procurement Dealer, it being the sole and exclusive responsibility of the Managing Broker- Dealer for payment of fees to Procurement Dealers. Notwithstanding the above, at the direction of the Managing Broker-Dealer, the Company may act as agent of the Managing Broker-Dealer by making direct payment of commissions to Dealers or fees to Procurement Dealers on behalf of the Managing Broker-Dealer without incurring any liability; provided, that the Managing Broker-Dealer may direct the Company in writing to discontinue payments of commissions to any Dealer or fees to Procurement Dealers at any time, and the Company shall comply with the Managing Broker-Dealer's written instructions regarding such payments. Notwithstanding the foregoing, no fee, compensation or expense reimbursement may be paid to the Managing Broker-Dealer, any Procurement Dealer or any Dealer following the termination of this Agreement in violation of FINRA Conduct Rule 5110(f)(2)(D).

Agreements and Compensation of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling for cash, on a "“best efforts" ” basis, up to a maximum of 50,000 Bonds through the Dealers, all of whom shall be members of the FINRA. The Managing Broker-Dealer may also sell Bonds for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Offering Circular. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Bonds on said terms and conditions. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering. 3.2 Promptly after the qualification of the Bonds as exempt from registration pursuant to Regulation A by the SEC, the Managing Broker-Dealer and the Dealers shall commence the offering of the Bonds for cash to the public in jurisdictions in which the Bonds are registered or qualified for sale or in which such offering is otherwise permitted. The Managing Broker-Dealer and the Dealers will suspend or terminate offering of the Bonds upon request of the Company at any time and will resume offering the Bonds upon subsequent request of the Company. Subject to the Company's ’s compliance with its obligations hereunder, the Managing Broker-Dealer will comply with all applicable federal securities laws, including the Securities Act, Exchange Act, and the applicable rules and regulations of FINRA (the "“FINRA Rules"”). 3.3 Except as otherwise provided in the "“Plan of Distribution" ” section of the Offering Circular, as compensation for the services rendered by the Managing Broker-Dealer, the Company agrees that it will pay to the Managing Broker-Dealer sales commissions, Managing Broker-Dealer Fee, allowances and reimbursements set forth on Exhibit A attached hereto. It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to accept or reject any subscription for Bonds (each a "“Subscription"”) in whole or in part for a period of thirty (30) days from the receipt of the Subscription. Any Subscription not accepted within thirty (30) days of receipt shall be deemed rejected. The Bonds will be offered during a period commencing at such time as set forth in the Offering Circular, and continuing until the earlier of (i) the date that second anniversary of qualification of the Offering is fully subscribed or Statement, subject to extension in the sole discretion of the Company for an additional twelve (ii) December 31, 2016, as may be extended for six (612) months, or the date upon which all $50,000,000 in the Company's sole discretion offering proceeds have been received (the "“Offering Termination Date"”). The Company may accept purchases of the Bonds as soon as the Offering Statement has been qualified by the SEC. Following qualification, the Company will conduct closings in the Offering at its discretion. The Managing Broker-Dealer further understands and agrees that the fees, commission or compensation to the Managing Broker-Dealer for the sale of Bonds described herein is conditioned upon acceptance of sales by the Company as set forth in this Section 3.3, and that the failure to do so shall relieve the Company or any other party of any obligation to pay Managing Broker-Dealer for any services rendered by Managing Broker-Dealer in connection with the sale of Bonds under this Agreement, other than as specified herein. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Managing Broker-Dealer for payment of commissions to Dealers. The Company will not be liable or responsible to any Procurement Dealer for direct payment of fees to any Procurement Dealer, it being the sole and exclusive responsibility of the Managing Broker- Broker-Dealer for payment of fees to Procurement Dealers. Notwithstanding the above, at the direction of the Managing Broker-Dealer, the Company may act as agent of the Managing Broker-Dealer by making direct payment of commissions to Dealers or fees to Procurement Dealers on behalf of the Managing Broker-Dealer without incurring any liability; provided, that the Managing Broker-Dealer may direct the Company in writing to discontinue payments of commissions to any Dealer or fees to Procurement Dealers at any time, and the Company shall comply with the Managing Broker-Dealer's ’s written instructions regarding such payments. Notwithstanding the foregoing, no fee, compensation or expense reimbursement may be paid to the Managing Broker-Dealer, any Procurement Dealer or any Dealer following the termination of this Agreement in violation of FINRA Conduct Rule 5110(f)(2)(D). No compensation in connection with the Offering will be paid to underwriters, broker-dealers, or affiliates thereof out of the proceeds of the Offering. Any such payments from sources other than proceeds of the Offering shall be made only on the basis of bona fide transactions.

Agreements and Compensation of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling for cash, on a "“best efforts" ” basis, up to a maximum of 50,000 Bonds through the Dealers, all of whom shall be members of the FINRA. The Managing Broker-Dealer may also sell Bonds for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Offering Circular. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Bonds on said terms and conditions. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering. 3.2 Promptly after the qualification of the Bonds as exempt from registration pursuant to Regulation A by the SEC, the Managing Broker-Dealer and the Dealers shall commence the offering of the Bonds for cash to the public in jurisdictions in which the Bonds are registered or qualified for sale or in which such offering is otherwise permitted. The Managing Broker-Dealer and the Dealers will suspend or terminate offering of the Bonds upon request of the Company at any time and will resume offering the Bonds upon subsequent request of the Company. Subject to the Company's ’s compliance with its obligations hereunder, the Managing Broker-Dealer will comply with all applicable federal securities laws, including the Securities Act, Exchange Act, and the applicable rules and regulations of FINRA (the "“FINRA Rules"”). 3.3 Except as otherwise provided in the "“Plan of Distribution" ” section of the Offering Circular, as compensation for the services rendered by the Managing Broker-Dealer, the Company agrees that it will pay to the Managing Broker-Dealer sales commissions, Managing Broker-Dealer Fee, allowances and reimbursements set forth on Exhibit A attached hereto. It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to accept or reject any subscription for Bonds (each a "“Subscription"”) in whole or in part for a period of thirty (30) days from the receipt of the Subscription. Any Subscription not accepted within thirty (30) days of receipt shall be deemed rejected. The Bonds will be offered during a period commencing at such time as set forth in the Offering Circular, and continuing until the earlier of (i) the date that second anniversary of qualification of the Offering is fully subscribed or Statement, subject to extension in the sole discretion of the Company for an additional twelve (ii) December 31, 2016, as may be extended for six (612) months, or the date upon which all $50,000,000 in the Company's sole discretion offering proceeds have been received (the "“Offering Termination Date"”). The Company may accept purchases of the Bonds as soon as the Offering Statement has been qualified by the SEC. Following qualification, the Company will conduct closings in the Offering at its discretion. The Managing Broker-Dealer further understands and agrees that the fees, commission or compensation to the Managing Broker-Dealer for the sale of Bonds described herein is conditioned upon acceptance of sales by the Company as set forth in this Section 3.3, and that the failure to do so shall relieve the Company or any other party of any obligation to pay Managing Broker-Dealer for any services rendered by Managing Broker-Dealer in connection with the sale of Bonds under this Agreement, other than as specified herein. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Managing Broker-Dealer for payment of commissions to Dealers. The Company will not be liable or responsible to any Procurement Dealer for direct payment of fees to any Procurement Dealer, it being the sole and exclusive responsibility of the Managing Broker- Broker-Dealer for payment of fees to Procurement Dealers. Notwithstanding the above, at the direction of the Managing Broker-Dealer, the Company may act as agent of the Managing Broker-Dealer by making direct payment of commissions to Dealers or fees to Procurement Dealers on behalf of the Managing Broker-Dealer without incurring any liability; provided, that the Managing Broker-Dealer may direct the Company in writing to discontinue payments of commissions to any Dealer or fees to Procurement Dealers at any time, and the Company shall comply with the Managing Broker-Dealer's ’s written instructions regarding such payments. Notwithstanding the foregoing, no fee, compensation or expense reimbursement may be paid to the Managing Broker-Dealer, any Procurement Dealer or any Dealer following the termination of this Agreement in violation of FINRA Conduct Rule 5110(f)(2)(D). No compensation in connection with the Offering will be paid to underwriters, broker-dealers, or affiliates thereof out of the proceeds of the Offering prior to the release of such proceeds from the Escrow Account of the Offering (as described hereinafter).. Any such payments from sources other than proceeds of the Offering shall be made only on the basis of bona fide transactions.

Agreements and Compensation of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling for cash, on a "“best efforts" ” basis, up to a maximum of 50,000 Bonds through the Dealers, all of whom shall be members of the FINRA. The Managing Broker-Dealer may also sell Bonds for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Offering Circular. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Bonds on said terms and conditions. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering. 3.2 Promptly after the qualification of the Bonds as exempt from registration pursuant to Regulation A by the SEC, the Managing Broker-Dealer and the Dealers shall commence the offering of the Bonds for cash to the public in jurisdictions in which the Bonds are registered or qualified for sale or in which such offering is otherwise permitted. The Managing Broker-Dealer and the Dealers will suspend or terminate offering of the Bonds upon request of the Company at any time and will resume offering the Bonds upon subsequent request of the Company. Subject to the Company's ’s compliance with its obligations hereunder, the Managing Broker-Dealer will comply with all applicable federal securities laws, including the Securities Act, Exchange Act, and the applicable rules and regulations of FINRA (the "“FINRA Rules"”). 3.3 Except as otherwise provided in the "“Plan of Distribution" ” section of the Offering Circular, as compensation for the services rendered by the Managing Broker-Dealer, the Company agrees that it will pay to the Managing Broker-Dealer sales commissions, Managing Broker-Dealer Fee, allowances and reimbursements set forth on Exhibit A attached hereto. It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to accept or reject any subscription for Bonds (each a "“Subscription"”) in whole or in part for a period of thirty (30) days from the receipt of the Subscription. Any Subscription not accepted within thirty (30) days of receipt shall be deemed rejected. The Bonds will be offered during a period commencing at such time as set forth in the Offering Circular, and continuing until the earlier of (i) the date that second anniversary of qualification of the Offering is fully subscribed or Statement, subject to extension in the sole discretion of GK Development, Inc. (iithe “Manager”) December 31, 2016, as may be extended for six an additional twelve (612) months, or the date upon which all $50,000,000 in the Company's sole discretion offering proceeds have been received (the "“Offering Termination Date"”). The Company may accept purchases of the Bonds as soon as the Offering Statement has been qualified by the SEC. Following qualification, the Company will conduct closings in the Offering at its discretion. The Managing Broker-Dealer further understands and agrees that the fees, commission or compensation to the Managing Broker-Dealer for the sale of Bonds described herein is conditioned upon acceptance of sales by the Company as set forth in this Section 3.3, and that the failure to do so shall relieve the Company or any other party of any obligation to pay Managing Broker-Dealer for any services rendered by Managing Broker-Dealer in connection with the sale of Bonds under this Agreement, other than as specified herein. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Managing Broker-Dealer for payment of commissions to Dealers. The Company will not be liable or responsible to any Procurement Dealer for direct payment of fees to any Procurement Dealer, it being the sole and exclusive responsibility of the Managing Broker- Broker-Dealer for payment of fees to Procurement Dealers. Notwithstanding the above, at the direction of the Managing Broker-Dealer, the Company may act as agent of the Managing Broker-Dealer by making direct payment of commissions to Dealers or fees to Procurement Dealers on behalf of the Managing Broker-Dealer without incurring any liability; provided, that the Managing Broker-Dealer may direct the Company in writing to discontinue payments of commissions to any Dealer or fees to Procurement Dealers at any time, and the Company shall comply with the Managing Broker-Dealer's ’s written instructions regarding such payments. Notwithstanding the foregoing, no fee, compensation or expense reimbursement may be paid to the Managing Broker-Dealer, any Procurement Dealer or any Dealer following the termination of this Agreement in violation of FINRA Conduct Rule 5110(f)(2)(D). No compensation in connection with the Offering will be paid to underwriters, broker-dealers, or affiliates thereof out of the proceeds of the Offering prior to the release of such proceeds from the Escrow Account of the Offering (as defined hereinafter). Any such payments from sources other than proceeds of the Offering shall be made only on the basis of bona fide transactions.

Agreements and Compensation of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling for cash, on a "best efforts" basis, up to a maximum of 50,000 Bonds through the Dealers, all of whom shall be members of the FINRA. The Managing Broker-Dealer may also sell Bonds for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Offering Circular. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Bonds on said terms and conditions. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering. 3.2 Promptly after the qualification of the Bonds as exempt from registration pursuant to Regulation A by the SEC, the Managing Broker-Dealer and the Dealers shall commence the offering of the Bonds for cash to the public in jurisdictions in which the Bonds are registered or qualified for sale or in which such offering is otherwise permitted. The Managing Broker-Dealer and the Dealers will suspend or terminate offering of the Bonds upon request of the Company at any time and will resume offering the Bonds upon subsequent request of the Company. Subject to the Company's compliance with its obligations hereunder, the Managing Broker-Dealer will comply with all applicable federal securities laws, including the Securities Act, Exchange Act, and the applicable rules and regulations of FINRA (the "FINRA Rules"). 3.3 Except as otherwise provided in the "Plan of Distribution" section of the Offering Circular, as compensation for the services rendered by the Managing Broker-Dealer, the Company agrees that it will pay to the Managing Broker-Dealer sales commissions, allowances and reimbursements set forth on Exhibit A attached hereto. It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to accept or reject any subscription for Bonds (each a "Subscription") in whole or in part for a period of thirty (30) days from the receipt of the Subscription. Any Subscription not accepted within thirty (30) days of receipt shall be deemed rejected. The Bonds will be offered during a period commencing at such time as set forth in the Offering Circular, and continuing until the earlier of (i) the date that the Offering is fully subscribed or (ii) December 31, 2016, as may be extended for six (6) months, in the Company's sole discretion (the "Offering Termination Date"). The Company may accept purchases of the Bonds as soon as the Offering Statement has been qualified by the SEC. Following qualification, the Company will conduct closings in the Offering at its discretion. The Managing Broker-Dealer further understands and agrees that the fees, commission or compensation to the Managing Broker-Dealer for the sale of Bonds described herein is conditioned upon acceptance of sales by the Company as set forth in this Section 3.3, and that the failure to do so shall relieve the Company or any other party of any obligation to pay Managing Broker-Dealer for any services rendered by Managing Broker-Dealer in connection with the sale of Bonds under this Agreement, other than as specified herein. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Managing Broker-Dealer for payment of commissions to Dealers. The Company will not be liable or responsible to any Procurement Dealer for direct payment of fees to any Procurement Dealer, it being the sole and exclusive responsibility of the Managing Broker- Broker-Dealer for payment of fees to Procurement Dealers. Notwithstanding the above, at the direction of the Managing Broker-Dealer, the Company may act as agent of the Managing Broker-Dealer by making direct payment of commissions to Dealers or fees to Procurement Dealers on behalf of the Managing Broker-Dealer without incurring any liability; provided, that the Managing Broker-Dealer may direct the Company in writing to discontinue payments of commissions to any Dealer or fees to Procurement Dealers at any time, and the Company shall comply with the Managing Broker-Dealer's written instructions regarding such payments. Notwithstanding the foregoing, no fee, compensation or expense reimbursement may be paid to the Managing Broker-Dealer, any Procurement Dealer or any Dealer following the termination of this Agreement in violation of FINRA Conduct Rule 5110(f)(2)(D).

Agreements and Compensation of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling for cash, on a "“best efforts" ” basis, up to a maximum of 50,000 Bonds through the Dealers, all of whom shall be members of the FINRA. The Managing Broker-Dealer may also sell Bonds for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Offering Circular. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Bonds on said terms and conditions. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering. 3.2 Promptly after the qualification of the Bonds as exempt from registration pursuant to Regulation A by the SEC, the Managing Broker-Dealer and the Dealers shall commence the offering of the Bonds for cash to the public in jurisdictions in which the Bonds are registered or qualified for sale or in which such offering is otherwise permitted. The Managing Broker-Dealer and the Dealers will suspend or terminate offering of the Bonds upon request of the Company at any time and will resume offering the Bonds upon subsequent request of the Company. Subject to the Company's ’s compliance with its obligations hereunder, the Managing Broker-Dealer will comply with all applicable federal securities laws, including the Securities Act, Exchange Act, and the applicable rules and regulations of FINRA (the "“FINRA Rules"”). 3.3 Except as otherwise provided in the "“Plan of Distribution" ” section of the Offering Circular, as compensation for the services rendered by the Managing Broker-Dealer, the Company agrees that it will pay to the Managing Broker-Dealer sales commissions, Managing Broker-Dealer Fee, allowances and reimbursements set forth on Exhibit A attached hereto. It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to accept or reject any subscription for Bonds (each a "“Subscription"”) in whole or in part for a period of thirty (30) days from the receipt of the Subscription. Any Subscription not accepted within thirty (30) days of receipt shall be deemed rejected. The Bonds will be offered during a period commencing at such time as set forth in the Offering Circular, and continuing until the earlier of (i) the date that second anniversary of qualification of the Offering is fully subscribed or Statement, subject to extension in the sole discretion of GK Development, Inc. dba GK Real Estate (iithe “Manager”) December 31, 2016, as may be extended for six an additional twelve (612) months, or the date upon which all $50,000,000 in the Company's sole discretion offering proceeds have been received (the "“Offering Termination Date"”). The Company may accept purchases of the Bonds as soon as the Offering Statement has been qualified by the SEC. Following qualification, the Company will conduct closings in the Offering at its discretion. The Managing Broker-Dealer further understands and agrees that the fees, commission or compensation to the Managing Broker-Dealer for the sale of Bonds described herein is conditioned upon acceptance of sales by the Company as set forth in this Section 3.3, and that the failure to do so shall relieve the Company or any other party of any obligation to pay Managing Broker-Dealer for any services rendered by Managing Broker-Dealer in connection with the sale of Bonds under this Agreement, other than as specified herein. The Company will not be liable or responsible to any Dealer for direct payment of commissions to any Dealer, it being the sole and exclusive responsibility of the Managing Broker-Dealer for payment of commissions to Dealers. The Company will not be liable or responsible to any Procurement Dealer for direct payment of fees to any Procurement Dealer, it being the sole and exclusive responsibility of the Managing Broker- Broker-Dealer for payment of fees to Procurement Dealers. Notwithstanding the above, at the direction of the Managing Broker-Dealer, the Company may act as agent of the Managing Broker-Dealer by making direct payment of commissions to Dealers or fees to Procurement Dealers on behalf of the Managing Broker-Dealer without incurring any liability; provided, that the Managing Broker-Dealer may direct the Company in writing to discontinue payments of commissions to any Dealer or fees to Procurement Dealers at any time, and the Company shall comply with the Managing Broker-Dealer's ’s written instructions regarding such payments. Notwithstanding the foregoing, no fee, compensation or expense reimbursement may be paid to the Managing Broker-Dealer, any Procurement Dealer or any Dealer following the termination of this Agreement in violation of FINRA Conduct Rule 5110(f)(2)(D). No compensation in connection with the Offering will be paid to underwriters, broker-dealers, or affiliates thereof out of the proceeds of the Offering prior to the release of such proceeds from the Escrow Account of the Offering (as defined hereinafter). Any such payments from sources other than proceeds of the Offering shall be made only on the basis of bona fide transactions.